ANNUAL REPORT

2019-2020

AFC Agro Biotech Limited ANNUAL REPORT

2019-2020
 Table of Contents
Transmittal Letter 1

Notice of the 10th Annual General Meeting 2

Our Vision 3

Our Mission 4

Our Objectives 5

Performance at a Glance 6

Corporate Directory 7

Financial Highlights 9

Introduction the Directors 10

Message from Chairman 12

Message from Managing Director 13

Report of the Board of Directors to the Shareholders 14

Corporate Governance 16

CEO/MD & CFO Declaration to the Board 36

Auditor’s Report & Audited Financial Statements 37

Proxy Form 65

Attendance Slip 65

ANNUAL REPORT
2019-2020
AFC Agro Biotech Limited
To
The Shareholders
Bangladesh Securities and Exchange Commission
Registrar of Joint Stock Companies & Firms
Dhaka Stock Exchange Limited
Chittagong Stock Exchange Limited
th
Subject: Annual Report for the year ended 30 June, 2020.

Dear Sir (s)

We are pleased to enclose a copy of the Annual Report together with the Audited Financial Statements for
the year ended 30th June, 2020 along with the Auditor’s Report and Director’s Report for your record.

Yours Sincerely,

Sabekun Nahar
Company Secretary

AFC Agro Biotech Limited 01 ANNUAL REPORT

2019-2020
Notice of the 10th Annual General Meeting

Notice is hereby given that the 10th Annual General Meeting of the Shareholders of AFC Agro Biotech
Limited will be held on Thursday, 31st December 2020 at 10.00 A.M through Digital Platform Link:
http://afcagro2020.digitalagmbd.net (in pursuant to the Bangladesh Securities and Commission’s Order No.
SEC/ SRMRC /04-231/25 dated July 08, 2020) to transact the following business:

1. To receive, consider and adopt the Directors’ and Auditors’ Report and Audited Financial Statements for
the year ended 30th June, 2020.
2. To re-elect the Directors of the Company.
3. To approve the appointment of Independent Director.
4. To approve related party transactions.
5. To appoint Auditor of the Company and fixation of their remuneration for the year 2020-2021.
6. To approve appointment of Compliance Auditor.

Date: Dhaka
2nd December, 2020 By order of the Board of Directors

Sabekun Nahar
Company Secretary
Notes:
1. The Shareholders, whose names shall appear in the Share Register of the Company or in the Depository
Register on the “Record Date” i.e 15th December, 2020 will be entitled to attend the AGM.
2. A Member eligible to attend at the Annual General Meeting may appoint a proxy to attend on his/her
behalf. The proxy form must be affixed with requisite revenue stamp and submitted to the Registered Office
of the Company not later than 48 (Forty eight) hours before the time fixed for the Annual General Meeting.
3. Link for joining in AGM through Digital Platform Link: http://afcagro2020. Digitalagm bd.net
Shareholders can join virtual AGM from Laptop, PC, Mobile or Tab putting 16-Digit BO ID and holding
shares as on record date. For virtual AGM guidance, the concerned members may contact at the number:
01992-024696.
4. As per BSEC Notification no. BSEC/CMRRCD/2006-158/208/Admin/81, dated 20 June 2018.Annual
Report 2019-2020 of AFC Agro Biotech Limited, in soft form shall be transmitted to the respective
shareholders of the Company through their e-mail ID available in their beneficial owner (BO) account with
the depository. This Annual Report shall also be published on our website (www.afcagrobiotech.com).
5. No food or gift will be served in the meeting in compliance of Bangladesh Securities and Exchange
Commission notification # SEC/SRMI/2000-953/1950 dated 24/10/2000 and subsequent circular #
SEC/CMRRCD/2009-193/154 dated October 24, 2013.

ANNUAL REPORT
2019-2020
02 AFC Agro Biotech Limited
 Our Vision
To be the leader in biotech sector

AFC Agro Biotech Limited 03 ANNUAL REPORT

2019-2020
 Our Mission
To establish AFCABL as a major biotech products manufacturer
on the world map. AFCABL will be emerging as a backward
supply chain industry to local pharma sector, food sector etc.

ANNUAL REPORT
2019-2020
04 AFC Agro Biotech Limited
 Our Objectives
Using locally available agricultural outputs such as corn
starch, potato starch, molasses, we will produce various
products that are very important for pharma, food,
textile sectors. Thus these manufacturing will save a lot
of foreign currencies and create new plenty of white
collar jobs. AFCABL will create a positive high impact on
national economy.

AFC Agro Biotech Limited 05 ANNUAL REPORT

2019-2020
 Performance at a glance
Net turnover 2019-2020 Gross profit 2019-2020
Tk.55.37 crore Tk. 13.38 crore
∆ ∆
Net turnover 2018-2019 Gross profit 2018-2019
Tk. 109.1crore Tk. 42.75 crore

Operating Profit 2019-2020 Net profit before tax 2019-2020

Tk. 5.91 crore Tk. 3.65 crore
∆ ∆
Operating Profit 2018-2019 Net profit before tax 2018-2019
Tk. 34.69 crore Tk. 34.03 crore

Net profit after tax 2019-2020

Tk. 3.65 crore
∆
Net profit after tax 2018-2019
Tk. 33.73 crore

ANNUAL REPORT
2019-2020
06 AFC Agro Biotech Limited
 Corporate Directory
Corporate & Liaison Office AFC Agro Biotech Limited
House # 87-89, Road # 04, Block –B, Niketon, Gulshan – 1
Dhaka.
Phone: 8836830, 8836843,
Web Site: www.afcagrobiotech.com

Registered Office Navana Osman@Link

214/D, Gulshan-Tejgaon Link Road, Dhaka-1208.
Phone: 8836875, 8836854
Share Office Tanaka Tower (2nd Floor), 42/1/Gha, Segun Bagicha, Dhaka.
Phone: 9531023, 9531190
Email. [email protected]
Factory Uttar Shoilmary, Koiya Bazar, Batiaghata, Khulna.
Memorable events Date of Incorporation : 31st August, 2010
Date of Commercial Production : 7th October, 2012
Consent for IPO from SEC : 27th October,2013
Listing with Stock Exchanges(DSE & CSE) : 3rd February, 2014
Business Line Manufacturer of antibiotics, proteins, vaccines, enzymes etc.
Capital Structure Authorized Capital BDT 300 Crore
Paid-up Capital BDT 115.21 Crore
Last AGM Held 31st December, 2019
Auditor khan Wahab Shafique Rahman & Co.
Legal Advisor Haque, Hasan, Ahmed & Associates, Advocate & Consultants
Bankers Janata Bank Ltd.
Mutual Trust Bank Ltd.
Uttara Finance and Investment Ltd.
South Bangla Agriculture & Commerce Bank Ltd.
Premier Bank Ltd.
Dutch Bangla Bank Ltd.
Islami Bank Bangladesh Ltd.
AFC Agro Biotech Limited 07 ANNUAL REPORT
2019-2020
 Board of Directors:
ABM Ghulam Mostafa Chairman
Md. Afzal Managing Director
S.M. Saifur Rahman Director
Md. Zia Uddin Director
Jewel Khan Director
Tanvir Shariar Ghani Director
Md. Azizur Rahman Independent Director
Nazmul Anwar Independent Director

Audit Committee:
Md. Azizur Rahman Chairman
S.M. Saifur Rahman Member
Jewel Khan Member
Sabekun Nahar Secretary

Nomination and Remuneration Committee:

Nazmul Anwar Chairman
S.M. Saifur Rahman Member
Jewel Khan Member
Sabekun Nahar Secretary

Company Secretary
Sabekun Nahar

Management Team:
Md. Sohel Morol Chief Financial Officer
Sanjoy Kumar Das Head of Internal Audit
Mohammad Qutub Uddin Head of Plant Operation
Md. Yaseer Arafat Plant In Charge (Microbiology)
Mir Md. Harun-or-Rashid AVP (Marketing Dept.)
Dr Mizanur Rahman General Manager- R&D
Md. Khalilur Rahman AGM-Accounts & Finance
Shourav May Ghosh Sr. Manager-Admin
Md. Arafat Hossin Sarkar Sr. Executive- HR

ANNUAL REPORT
2019-2020
08 AFC Agro Biotech Limited
 Five Years Financial Highlights
July, 2019 July, 2018 July, 2017 July, 2016 January, 2015
Particulars To To To To To
June, 2020 June, 2019 June, 2018 June, 2017 June, 2016

Non-Current assets 1,646,616,746 1,600,853,367 1,311,747,579 1,089,801,660 835,709,292

Investment 11,000,000 11,000,000 22,600,000 43,820,000 31,573,839
Current Assets 696,869,492 715,884,763 592,431,157 419,250,384 364,366,907
Total Assets 2,354,486,238 2,327,738,130 1,926,778,736 1,552,872,044 1,231,650,038
Share Holders' Equity 2,056,733,897 2,019,998,179 1,682,597,994 1,325,704,095 1,061,294,922
Non-Current Liabilities 16,968,035 16,968,035 16,968,035 22,798,895 16,968,035
Current Liabilities 280,784,306 290,771,916 227,212,708 204,369,054 1,53,387,081
Total Share Holders' 2,354,486,238 2,327,738,130 1,926,778,736 1,552,872,044 1,231,650,038
Equity & Liabilities
Net Turnover 553,783,055 1,091,567,738 1,035,593,945 992,501,929 864,155,813
Gross Profit 133,810,908 427,501,875 404,165,886 378,618,697 329,602,732
Net Profit before Tax 36,581,039 340,361,963 316,224,334 302,374,227 263,472,594
Net Profit after Tax 36,514,149 337,398,047 356,775,412 264,601,358 224,328,456
Earnings Per Share: 0.32 3.22 3.41 3.32 2.96

AFC Agro Biotech Limited 09 ANNUAL REPORT

2019-2020
 Introducing the Directors
ABM Ghulam Mostafa, Chairman
Mr. ABM Ghulam Mostafa is an ex-minister and ex-member of parliament of Government of Bangladesh. He was
the chairman of parliamentary standing committee. He joined the former Civil Service of Pakistan in 1956. He was
the member–secretary of the first Pay Commission in 1972 and was secretaries in various ministries and represented
Bangladesh Government at numerous international Organizations and Conferences like – WHO, ITU, GATT, ITO
etc. and became a Minister in 1988 and held the portfolios of Energy and Natural Resources and Flood Control and
Water Resource ministry.
Md. Afzal, Managing Director
Md. Afzal is a Managing Director of the Company. He was born in 1976 at Dhaka. He completed his bachelor degree
in Business Administration, major in marketing and minor in Management from Independent University Bangladesh
in 2001.This Company is looking forward to utilize his experience and insight in marketing and management. He is
also a Director of Active Fine Chemicals Limited, and AFC Capital Limited.
S.M. Saifur Rahman, Director
S.M Saifur Rahman is a Director of the Company. He was born in 1979 at Dhaka in a reputed business family. The
key visionary founder of this company has a very strong background in scientific research in chemicals technology.
He holds the position of Managing Director and Chief Scientist at Active Fine Chemicals Ltd. Mr. Rahman
completed his bachelor degree from University of Rochester, USA on Chemical Engineering in 2000, and a master
degree on Chemical Engineering in 2001. He was enlisted in the Dean of Engineering School’s honor list for his
outstanding academic achievements. He also won 2001 prestigious Forbes Young Entrepreneur award for his
high-tech Business proposal on a futuristic drug discovery system. He worked on a collaborative research program
with Merck Pharmaceuticals and University of Rochester as a PhD candidate for 3 years until before he left for
Bangladesh. The concept of this project was generated during his tenure as a Process Development Scientist at UofR.
Over there he worked to improve the manufacturing process of critical drugs. Later on he got selected as a PhD
research scientist at University of Rochester, where he published many research articles in scientific journals. To
explore the great potential of such a high-tech project requires leadership with cutting edge knowledge in relevant
technology. The leadership’s in-depth knowledge in future of therapeutic industry, vision and hard work will propel
this organization to a 21st century’s standard true global company. He is also a Director of AFC Health Limited &
AFC Capital Limited.
Md. Zia Uddin, Director
Mr. Md. Zia Uddin has been the Chairman of Active Fine Chemicals Limited since 2012. Soon after graduation
in Business Administration; he started his career with diversified business and took control of his family business,
Hamid Industrial Corporation (Pvt.) Ltd. which has been running successfully with excellent reputation since 1970.
He concurrently serves as a Chairman of Nakazia Holdings (Pvt.) Ltd., Managing Director of Faijun Industries (Pvt.)
Limited, Director of AFC Agro Biotech Limited, AFC Capital Limited and Hamid Industrial Corporation (Pvt.) Ltd.
as well as Proprietor of Ziauddin Metal Industries.
Mr. Zia is a prominent business magnate, investor and philanthropist within the business community. He is serving
the position of Secretary General in Bangladesh API & Intermediaries Manufacturing Association (BAIMA) and as
Convener in Standing Committee on Industrial Relations, Factory Compliance, Dhaka Chamber of Commerce &
Industries (DCCI). He is also the Integration Chair of Entrepreneur’s Organization Bangladesh, the biggest global
network exclusively for entrepreneurs and is a Life Member of SAARC CCI, The Federation of Bangladesh
Chambers of Commerce and Industry (FBCCI).
He has participated various national and international seminars and workshops in the UK, German, India, Singapore,
Dubai, China, Korea.
Mr. Jewel Khan, Director
He is one of the Directors of AFC Agro Biotech Limited. Mr. Jewel completed his BBA from University of Windsor,
Windsor, Canada and has been associated with Jewel Khan Traders the Textile Chemical Seller and played a key role
at Jewel Sons Garments the Kids Wear Manufacturer as an entrepreneur and enriched the garments sector with his
business background and valuable professional experience in the exciting space of Garments sector. He has a deep
commitment to making a difference in this sector. The creation of strategic alliances, and strategic planning of his, to
indicator of our continuous efforts to develop the core team to help achieve the mission of the Company. He is also
Managing Director of AFC Health Ltd.
ANNUAL REPORT
2019-2020
10 AFC Agro Biotech Limited
Mr. Tanvir Shahriar Ghani, Director
Tanvir Shahriar Ghani is a highly accomplished investment banker. He has been working in investment banking
sector from many years. He served as an investment banker at Goldman Sachs, USA. He served as Head of Asian
Hedge fund & Private Equity Capital Market Group. He graduated from Colombia University USA. He worked as a
speech writer of Kofi Anan (the then General Secretary of UN).
Dr. Md. Azizur Rahman, Independent Director
Dr. Md. Azizur Rahman was born in a respected Muslim family at Comilla in September, 1955. He has completed
Graduation and Masters from the University of Chittagong with distinction. At the very beginning of his carrier, he
joined the department of Political Science in the University of Chittagong in 1980. Later in the year 1983, he joined
in the Civil Service in BCS (Administration) cadre as an officer of 82 regular batch. He has done his PhD on
Environment, particularly “The Dynamics of Resettlement Program of Major Projects: Jamuna Bridge- A Case
Study”
In Civil Service, he worked as magistrate, UNO, ADC, DC, Chairman (Bangladesh Rashom Board), Chairman
(Bangladesh Trade and Tariff Commission), Director General (Department of Youth Development), Managing
Director (Bangladesh Hi-tech Park Authority) etc. in field administration. In policy he worked as Senior Assistant
Secretary, Deputy Secretary, Joint Secretary and Additional Secretary in different ministries. He participated in
several training courses both home and abroad. He participated and leads the Government delegation in different
seminar, symposium, workshop and negotiations on behalf of the country in National and International area.
He regularly participated in various training courses as a resource person conduct by BPATC, BCS (Administration)
Academy, Planning Academy, different NGO’s on governance, socio-economic and contemporary issues of nation-
al, regional and international importance.
He regularly participates in different contemporary issues in various electronics and print medias. He retired from the
government service as Secretary to the government. He has visited USA, UK, South Korea, Canada, China, Japan,
Switzerland, Italy, Turkey, Malaysia, Thailand, Singapore, Hong Kong, Pakistan, India, Nepal, Ghana, Indonesia,
UAE and many other countries of the world. In personal life he is married and proud father of two children.
Mr. Nazmul Anwar, Independent Director
Nazmul Anwar is an Independent Director of AFC Agro Biotech Ltd. He completed his Masters of Business
Administration (MBA) from University of Dhaka. He has a vast experience and visible achievements in business
development which adding a great value to the board and company. He is the Adviser of RAK Ceramics (Bangladesh)
and an Independent Director of Active Fine Chemicals Ltd.

Directors of AFC Agro Biotech Ltd. Involved in other organizations:

Md.Afzal Director of Active Fine Chemicals Limited and AFC Capital Limited
S.M. Saifur Rahman Director of AFC Health Limited and AFC Capital Limited
Md. Zia Uddin Chairman of Active Fine Chemicals Limited & Nakazia Holdings (Pvt.)
Ltd., Managing Director of Faijun Industries (Pvt.) Limited, Director of
AFC Capital Limited and Hamid Industrial Corporation (Pvt.) Ltd. as well
as Proprietor of Ziauddin Metal Industries.
Jewel Khan Managing Director of AFC Health Limited, he is also associated with
Jewel Khan Traders the Textile Chemical Seller and played a key role at
Jewel Sons Garments the Kids Wear Manufacturer as an entrepreneur.
Tanvir Shahriar Ghani Head of Asian Hedge fund & Private Equity Capital Market Group.
Nazmul Anwar Adviser of RAK Ceramics (Bangladesh) and an Independent Director of
Active Fine Chemicals Ltd.

AFC Agro Biotech Limited 11 ANNUAL REPORT

2019-2020
 MESSAGE
FROM
THE CHAIRMAN

Dear Shareholders,
It is a great pleasure and honor to welcome you all the 10th Annual General Meeting of the company. I
would like to take this opportunity to present before you the Annual Report together with the Audited
Financial Statements and Auditors Report thereon for the year 2019-2020 for your kind consideration and
approval.

We are committed to excellence in Quality Standards by continuous improvement of our systems,

processes, adjusting and adapting to customer needs whilst remaining dedicated in our efforts for Best
Quality Performance. We are determined to win the patronage of our customers, suppliers, and employees
with long-lasting relationships. By the involvement of the employees at all levels, the company provides a
high degree of assurance that every person is aware of the requirements and is doing his/her part to assure
that each area within the company is in regulatory compliance.

AFC Agro Biotech becomes the industry leader in the area of agro based pharmaceutical fermentation
products. From strain development through large scale manufacturing, Agro Biotech is committed to
manufacturing excellence.

We would like to inform you that the performance of the year 2019-2020 is not a satisfactory level of
growth due to ongoing Covid-19 pandemic situation. At present we are passing through a hard and
challenging time. But we hope that it will be possible to achieve a desired level of profit by our combined
efforts. In the year 2019-2020 Net Turnover stand on Tk. 55.37 crore, Net Profit after Tax is Tk. 3.65 crore
and Earning per Share is Tk.0.32.

On behalf of the Directors, I would like to thank each of our shareholders and all other stakeholders for their
continued support and confidence in our management team as we continue our path towards sustainable and
towards growth.

Sincerely,

ABM Ghulam Mostafa

Chairman

ANNUAL REPORT
2019-2020
12 AFC Agro Biotech Limited
 MESSAGE
FROM
MANAGING
DIRECTOR

Dear Shareholders,
Assalamu Alaikum Wa Rahmatullah. AFC Agro Biotech is one of the fastest growing and pioneer Agro
Biotech manufacturing company in the Bangladesh. The core strength of AFC Agro Biotech solutions
products for various industrial applications using the most sophisticated fermentation technologies to
develop innovative and effective of pharma, food, feed, textile & leather processing, Agricultures with an
eco-friendly enzymatic solution and a leading player in the local & global market.

During the year 2019-2020 your company was compelled to reduce trading due to COVID-19. World
Health Organization declared a global pandemic due to corona virus commonly called COVID-19 on
March 11, 2020. It has a massive impact on imports, exports, production, other procurement and activities
of the Global business. The government of Bangladesh was also declared a general holiday, enforcement of
lockdown, social distance etc. Subsequently company was unable to collect order, purchases raw materials,
and failed to manage technical employee's attendance etc. at that period. As a result our sales and profit fall
down from the last year. In the year 2019-2020 our company earned net profit after tax to BDT.3.65 Crore
and earning per is Tk.0.32 which is 89.08% less than previous year.

As you know, we are guided by our commitment to facilitate growth of our respected stakeholders and
consequently declared dividend in every year. During the year, the Board of Directors has not recommend-
ed any dividend for the year ended June 30, 2020 as the performance of the company is not a satisfactory
level of growth due to ongoing Covid-19 outbreak situation. We believe that in future we will convert
prevailing challenges into opportunities and weather the storm of uncertainty.
I want to offer my warm thanks to all employees of the company, our respected shareholders, valued
customers, banks, patrons, drug administration, BSEC, DSE, CSE and all others concern for their
invaluable support and tremendous response to the company.

Sincerely Yours,

Md. Afzal
Managing Director

AFC Agro Biotech Limited 13 ANNUAL REPORT

2019-2020
 Report of the Board of Directors to the Shareholders
Dear Shareholders,
Welcome to the 10th Annual General Meeting of AFC Agro Biotech Limited. The Directors are immensely pleasured
to present the Annual Report together with Directors’ Report and the Audited Financial Statements for the year
ended 30th June, 2020 in accordance with the prevailing Rules and Regulations.
Corporate Status and Background:
AFC Agro Biotech Limited (AFCABL) was established on 31st August, 2010 as a public limited company with a
vision to produce the antibiotics, proteins, vaccines, enzymes etc. AFCABL has set up a multi-purpose chemicals
manufacturing facility at Uttar Shoilmary, Koiya Bazar, Batiaghata, Khulna. The plant is established on the 3.00 acre
land. The company has started its commercial production on 7th October, 2012.
Business Activities:
AFCABL has been established with the target to manufacture antibiotics, proteins, vaccines, enzymes etc. from
agricultural ingredients like molasses, glucose, potato starch and other nutrients and to sell those products to local
markets. Raw materials will be procured mostly from local suppliers. The company is producing following products
as Biological Assets.

Sl. No. Name of the Products

1. Macrolide Protein
2. Acetic Acid
3. L -Lysine
4. Mono sodium Glutamate
5. Methonione
6. Industrial Enzyme

Net Turnover for the year ended 30th June, 2020 is Taka 55.37 crore and last year’s turnover of Taka 109.15 crore.
Profit after tax for the year ended 30th June, 2020 is Taka 3.65 crore and last year’s profit after tax was Taka 33.73
crore.
Industry outlook and possible future development in the industry:
Biotech sector has a very strong outlook in the world economy in the coming days. Bangladesh imports a very large
amount of biotech products every year ranging from pharmaceuticals, food, feed, textile and leather enzymes etc.
Estimated Bangladesh market size of biotech products are over Tk. 5000 core. Since raw materials to manufacture
these products are locally and readily available, this sector seems to hold very strong potentials. Particularly pharma
products are very important to emphasize on.
All biological products such as macrolide group antibiotics, cephalosporin group antibiotics, penicillin group
antibiotics, all kinds of steroids, most of the cancer drugs, human insulin, human growth hormone,
immunosuppressive drugs, and vaccines are born out of fermentation or single cell biotechnology. We need to realize
trips treaty will put us in very difficult situation, if we do not have our own robust manufacturing sector of these
products. Hence it is important to invest into these critical industries and make it sustainable.
We shall launching new enzymes for the textile and leather industry for applications shall be degumming in textile
and anti-wrinkle in leather. Apart from these, emphasis is put to develop enzymes for application in feed, food and
beverage industries. Bio pesticides and Bio fertilizers will launce very soon which has very great agricultural
potentiality.
Risks and Concerns:
Creating long-term value for shareholders, shielding its employees from potential hazards, and protecting the
environment are the three critical goals of AFC Agro Biotech. Ability to achieve every milestone on time is a concern.
AFC Agro Biotech has an equally effective Risk Management mechanism to deal with the financial and credit risks.
AFC Agro Biotech significantly minimizes the risks to financials stemming from currency fluctuations, fluctuation
in the raw material prices, and that in the prices of its finished products as well.
AFC Agro Biotech is committed to protecting the environment and public health and livelihood. Through process
excellence, AFC Agro Biotech reduces its emission count and ensures that effluents are adequately treated before
releasing them in the environment.
Now a day’s whole world is in a healthcare crisis that is also an economic crisis combined with an energy crisis due
to the Covid-19 pandemic. Add to that a looming humanitarian crisis in some emerging economies and you have a
multitude of challenges like Imports and exports, employee self-isolation, and social distancing, all of which are
exacerbating geopolitical risks.

ANNUAL REPORT
2019-2020
14 AFC Agro Biotech Limited
Overall, AFC Agro Biotech building up large pool of knowledge work force is also a matter of concern. Success of
such knowledge based industry largely depends on strong force. AFC Agro Biotech will put a lot of emphasize build
our human resource to achieve our goals on time. AFC Agro Biotech endeavours to improve predictability in its
processes, reduce operational risks and enhance the quality of product that leads to superior performance of the orga-
nization on all fronts.
Discussion on Cost of Goods Sold, Gross Profit Margin and Net Profit Margin:
The Statement of Comprehensive Income shows that the Cost of Goods Sold for the year ended 30th June, 2020 is Tk.
41.99 crore against Tk.66.40 crore for the last year. Gross Profit for the year ended 30th June, 2020 is Tk. 13.38 crore
against Tk. 42.75 crore for the last year. Net Profit after tax for the year ended 30th June, 2020 is Tk. 3.65 crore against
Tk. 33.73 crore for the last year.

Continuity of any Extra-Ordinary Gain or Loss:

AFC Agro Biotech Limited has no any Extra-Ordinary Gain or Loss for the year ended 30th June, 2020.
Related Party Transaction:
(a) Related party transaction took place for investment in shares and short term loan this year by AFC Agro Biotech
Limited with AFC Health Ltd. The name of the related parties transaction have been set out in accordance with the
provision of IAS - 24: Related party details are as follows:
Name of the Company Total Tk. Date
AFC Health Ltd. (Investment) 11,000,000
AFC Health Ltd. (Short term loan) 62,767,068 30.06.2020
Total 73,767,068
(b)Further Active Fine Chemicals Limited is one of the customers of AFC Agro Biotech Limited. The party details
are as follows:

Opening Sales during Received/ Closing

Name of the Company
Balance the year Adjustment Balance
Active Fine Chemicals Limited 3,941,111 23,993,430 23,639,385 4,295,156
Total 4,295,156

(c) Related party transaction took place during normal course of business with Active Fine Chemicals Limited.
Directors Remuneration:
Only five Directors take remuneration from the company. Total remuneration expenses of the Directors have been
disclosed as an expense under the head of Administrative Expenses and Selling & Distribution Expenses in the notes
22.00 and 23.00 of financial statements. Independent Directors do not take any remuneration from the company.

Monthly Total
Sl .No. Name
Remuneration
1 ABM Gholum Mostafa 50,000 x 12 6,00,000.00
2 Md. Afzal 50,000 x 12 6,00,000.00
3 Md. Saifur Rahman 1,00,000 x 12 12,0 0,000.00
4 Md. Zia Uddin 1,00,000 x 12 12,0 0,000.00
5 Md. Jewel Khan 1,00,000 x 12 12,0 0,000.00
Total= 48,00,000.00

AFC Agro Biotech Limited 15 ANNUAL REPORT

2019-2020
Corporate and Financial Reporting:
The Directors are pleased to confirm the following:
1) The financial statements prepared by the management of the company present fairly its statements state of affairs,
the result of its operations, cash flows and changes in equity.
2) Proper books and accounts of the company have been maintained.
3) Appropriate accounting policies have been consistently applied in preparation of the financial statements and the
accounting estimates are based on reasonable and prudent judgment.
4) International Accounting Standards (IAS) / International Financial Reporting Standards (IFRS) as applicable in
Bangladesh have been followed in preparation of the financial statements and any departure there from has been
adequately disclosed.
5) The system of Internal Control is sound in design and has been effectively implemented and monitored.
6) There are no significant doubts upon the Company’s ability to continue as a going concern.
7) Significant variance that occurs between Quarterly Financial performances:

Particulars Total Up to Average per Quarter-4 Annual

Quarter-3 (a) Quarter (b) C= (a+b)
Sales 519,485,650 173,161,883 34,297,405 553,783,055
Net profit /(Loss) after Tax 116,303,325 38,767,775 (77,535,550) 36,514,149
Earnings Per Share 1.01 0.33 (0.69) 0.32

From March 2020 WHO declared a global pandemic due to COVID-19 and Government of Bangladesh has also
taken a number of measures like general holiday, enforcement of lock down, social distancing etc. The turnover
and profit of the company significantly affected from quarter -3 to quarter -4 due to COVID-19 impact.
8) Signification deviation in Earning per share (EPS): EPS for the year ended on 30 June 2020 is Tk. 0.32 whereas it
was Tk. 2.93 for the same period of the previous year registering 89.08% decrease in current year as compared with
the previous year. This was mainly significant fall in the business income due to COVID-19 impact on business last
quarter.
9) The financial data for the last five years are annexed.
10) No bonus shares or stock dividend has been or shall be declared as interim dividend.
Acquisition of Assets:
During the year under review, the Company invested a sum of Tk. 31.69 crore for acquisition of Fixed Assets such
as land, building, plant and machinery, furniture & fixture and lab equipment.
Investment:
The amount is made up as follows: Amount (In Taka)
30.06.2020 30.06.2019
AFC Health Limited (11,00,000 Shares @ Tk.
10 each) 11,000,000 11,000,000
Total 11,000,000 11,000,000

Shareholding Pattern:
Shareholding patterns of the company for the 2019-2020 is shown in Annexure-II of this report.
Minority Shareholders:
Minority shareholders have been protected from abusive actions by, or in the interest of, controlling shareholders
acting either directly or indirectly and have effective means of redress.
Corporate Governance Compliance Report:
AFC Agro Biotech Limited adheres to appropriate Corporate Governance principles. The Company has also
complied with all requirements of Corporate Governance as required by the Bangladesh Securities & Exchange
Commission. Accordingly to Bangladesh Securities and Exchange Commission's notification no.
SEC/CMRRCD/2006-158/207/Admin/80: dated 3rd June, 2018 a Corporate Governance Compliance Report is
shown Annexure-V of this report.

ANNUAL REPORT
2019-2020
16 AFC Agro Biotech Limited
Financial Result:
The Directors are pleased to report the financial results for the year 2019-2020:

Particulars July 2019 July 2018

To To
June 2020 June 2019
Net Profit After Tax 36,514,149 337,398,047
Add: Profit brought forward from previous year 725,029,163 524,251,117
Less: Dividend 104,742,000 136,620,000
Profit Available for Appropriation 656,801,313 725,029,163
Less: Proposed Dividend - 104,742,000
Un-appropriated Profit Carried Forward 656,801,313 620,287,163

Credit Ratings:
The summery of the up to date credit rating done by National Credit Ratings Limited (NCR) is presented below:
Long Term: A
Short Term: ST-2
We express our warm thanks to all our customers and stakeholders for their continued support and cooperation
Dividend:
During the year, the Board of Directors has not recommended any dividend for the year ended June 30, 2020 due to
the potential impact of COVID-19 related matters on the company’s operation and financial results. The turnover &
profit of the company significantly affected due to COVID-19 impact even though business operation of the company
are impacted due to COVID-19 during the year.
Interim Dividend:
No dividend was declared during the period under review as interim dividend.
Capital Structure:
Authorized capital of AFC Agro Biotech Limited is Tk.300,00,00,000/- divided into 30,00,00,000 Ordinary shares of
Tk.10.00 each. Paid up capital of the Company as on 30th June 2020 is Tk. 115,21,62,000/- divided into
11,52,16,200 Ordinary shares of Tk.10.00 each.
Management Discussion and Analysis:
The economic disruption connected to COVID-19 will take time to recover, with the sight for economic activities
globally, being inhibited. It may be cited that wages hike, price of raw materials increases, insufficient utilities
support, Global recession, unfavorable trade deal and others make the business very difficult and troublesome and
create obstacle keeping the pace of business growth consistent for business houses. The major risk for the industry
has been its over dependence on China for Intermediates and APIs. All the effect ultimately impact on margin shrink-
age.
The management is also like to inform on the following issues:
a) The company followed accounting policies and procedure for the preparation of Financial Statements with relevant
International Accounting Standard (IAS), International Financial Reporting Standard (IFRS) as adopted by the
Institute of Chartered Accountants of Bangladesh (ICAB) which has been disclosed in the notes to the Financial
Statements.
b) During the reporting period 2019-2020 accounting policies and procedures were followed on consistently basis in
maintaining financial records and presentation. No changes were made during the financial year in the accounting
policies and procedures.
c)Comparative analysis of financial performance or results and financial position as well as cash flows for current
financial year with immediately preceding five years have been presented at the directors report.
d) The API sector is one of the fastest growing sectors of Bangladesh economy. The sector is one of the largest
foreign exchange earning sectors of Bangladesh. According to IMS Health Care Report in 2019, the local market size
stood at about Tk. 25,000 crore ($3 billion). In 2017, it stood at Tk. 18,755.6 crore. Bangladesh’s Pharmaceutical
shipments soared 4.49 per cent year-on-year to $136 million in fiscal year 2019-20 subsequent improvements in
product quality and government support. The sector has built up skilled manpower and improved quality and at the
same time more effort is being put to win the global market.

AFC Agro Biotech Limited 17 ANNUAL REPORT

2019-2020
e) About risks and concern issue, it has also been discussed in detailed in the Directors’ report.
f) The world business environment is now volatile and sluggish due to the Covid-19 pandemic. The company is very
much aware about the world business environment and competes with these challenges with strong management
efficiency and stepping ahead for the sustainable growth of the shareholders and the country as well.
With Best Regards

Md. Afzal
Managing Director
Appointment of Auditor:
The auditor M/S Khan Wahab Shafique & Co. Chartered Accountants expressed their interest to continue as auditor
for the year 2020-2021. The Board recommended the proposal for appointment of M/S Khan Wahab Shafique & Co.
Chartered Accountants, as the auditor of the Company for the year 2020-2021 subject to the approval of shareholders
in 10th Annual General Meeting of the company.
Appointment of Professional Firm for the certificate on compliance with the Corporate
Governance Code of BSEC:
Mujibur Rahman & Co. Cost and Management Accountants will retire at the conclusion of ensuing 10th Annual
General Meeting. We have received an offer from A.KM. Delwer Hussain & Associates, Cost and Management
Accountants for appointment as compliance auditor of the company for the year 2020 -2021. The Board of Directors
reviewed the offer letter of A.KM. Delwer Hussain & Associates, Cost and Management Accountants and the Board
recommended the proposal for appointment of A.KM. Delwer Hussain & Associates,Cost and Management
Accountants as the compliance auditor of the Company for the year 2020-2021 subject to the approval of
shareholders in 10th Annual General Meeting of the company.
Environmental Role:
The company maintains a high standard of pollution free environment as per Government laws. The company doesn’t
have any activity which is harmful to the environment or society.
Human Resources Development:
The human resources are actual asset of the company and the Board recommended maintaining regular training and
development of the company personnel. The company also provides continuously relevant training for the employees
to encourage self-development and to improve their efficiency as well as productivity. Excellent intermingle of young
and skilled people ensure their best efforts towards growth of business.
Compliance with Laws and Regulations:
The company always trying to comply the provision of the applicable laws and regulations of the country.
Board Meetings & Attendance:
During the year, 7 (Seven) Board Meetings were held. The attendance record of the Directors is shown in Annexure-I
of this report. The Board of Directors did not take attendance fees for the year 2019 -2020.
Going Concern:
The Board of Directors has reviewed & analyzed the Company’s business plans and is satisfied that the Company has
adequate resources to continue its operations in the foreseeable future. Accordingly the Financial Statements is
prepared based on the going concern concept.
Election of Directors:
Mr. ABM Gholum Mostafa and Mr. Tanvir Shahriar Gani retired from the position of Director by rotation and Mr.
ABM Gholum Mostafa and Mr. Tanvir Shahriar Gani were re-elected as Directors of the company.
Basis for Qualified Opinion
1. Provision for current income tax and deferred tax required as per Para 12 & 15 of IAS 12 has not been made except
for other income, as disclosed in note # 14 &16, based on gazette No- 26.00.0000.100.42.008.17-54 dated
14-05-2018 by Commerce Ministry under the captioned "National Active Pharmaceutical Ingredients (API) &
Laboratory Reagents Production and Export Policy" regarding tax exemption against which SRO from National
Board of Revenue (NBR) was not obtained. Therefore profit, EPS & related Equity has been overstated to that extent.
No proper disclosure has been made in accordance with Para 46 & Para81(c) of IAS-12.Further the company also did
not comply with applicable VAT & Tax related provision/section of ITO ordinance 1984 and VAT & SD Act-2012
including compliance of IAS-12 by virtue of above gazette notification of commerce ministry.
ANNUAL REPORT
2019-2020
18 AFC Agro Biotech Limited
2. According to Para-9 of IAS-36, An Entity shall assess at the end of each reporting period whether there is any
indication that an asset may be impaired. If any such indication exists, the entity shall estimate the recoverable
amount of the asset. But the company did not provide any information regarding the assessment of any indication of
impairment.
3. As per the Section 242 (Utilization of participation fund) of the Bangladesh Labour Act-2006
(Amendment-2013),“Of the total amount deposited/transferred in the participation fund every year, two-thirds shall
be distributed in equal proportion to all beneficiaries in cash and one-third shall be invested in accordance with the
provisions to all beneficiaries”. As per Note# 17.01, of notes to the financial statements that the company has kept
provision for Workers' Profit Participation amounting Tk. 1,829,052 and Tk. 17,018,098 for the year ended on 30
June 2020 and 2019 respectively. But the company has not distributed any amount of WPPF to its beneficiaries within
the stipulated time period, which is non-compliance with the Section 242 of the Bangladesh Labour Act- 2006
(as amended up to 2013).
4. As per DCT’s notice order bw_ bs-1239 5195 4387/mv‡K©j-3(†Kv¤úvbxR)/KtAt-1/2019-2020/ dated: 04.03.2020 total
tax liability comes to Tk. 205,497,337. But no provision has been made in the financial statements therefore profit
and EPS has been overstated to that extent.
5. The Company has made significant related party transactions without complying BSEC Notification No.
SEC/CMRRCD/2006-159/Admin/02-10 dated September 10, 2006.& SEC/CMRRCD/2008-183/Admin/03-30 dated
June 1, 2009.
Emphasis of Matters:
Without further qualifying our opinion, we draw attention to the following issues:
a) Significant deviation in Earning per Share (EPS):
EPS for the year ended on 30 June 2020 is Tk. 0.32 whereas it was Tk. 2.93 for the same period of the previous year
registering 89.08% decrease in current year as compared to the previous year. This was mainly significant fall in the
business income due to COVID-19 impact on business in last quarter.
b) No expected credit loss has been recognized following IFRS-15.
Acknowledgements:
The Board of Directors expresses their sincere gratitude and appreciation for the assistance, cooperation and guidance
received by the Company from Drug Administration, Bangladesh Securities & Exchange Commission, Dhaka Stock
Exchange Limited, Chittagong Stock Exchange Limited, Bangladesh Bank, Commercial Banks, all other regulators,
suppliers, clients, shareholders and employees of AFC Agro Biotech Limited for their contribution and their
continued support and confidence.
Thank you all
On behalf of the Board of Directors

ABM Ghulam Mostafa

Chairman

AFC Agro Biotech Limited 19 ANNUAL REPORT

2019-2020
 Annexure-I
Attendance of Board Meeting
Name of Directors Position Meeting Held Attendance
ABM Ghulam Mostafa Chairman 7 7
(Rep: By AFC Capital Ltd.)
Md. Afzal Managing Director 7 7
S.M. Saifur Rahman Director 7 7
Md. Zia Uddin Director 7 5
Jewel Khan Director 7 7
Tanvir Shariar Ghani Director 7 5
Md. Sohel Independent Director 7 5
Nazmul Anwar Independent Director 7 7
(Appointed as Independent
Md.Azizur Rahman Independent Director 7 Director dated: 09/09/2020)
(Mr. Md. Sohel, Independent Director Resigned from the Board dated: 09/09/2020)
Annexure-II
Pattern of Shareholding
Name of Directors Position No. of Shares % of Shares
upto as on 30-06-2020
30-06-2020
1. Parent/Subsidiary/Associate
companies and other related
Sponsor 1,38,37,465
parties. 12.01
Active Fine Chemicals Limited
2.Directors, CEO, CS, CFO, HIA and
their spouses and minor children:
2.A. Directors
ABM Ghulam Mostafa Chairman 34,56,486 3.00
(Rep: By AFC Capital Ltd.)
Md. Afzal Managing Director 25,46,277 2.21
S.M. Saifur Rahman Director 34,88,167 3.03
Md. Zia Uddin Director 25,46,277 2.21
Jewel Khan Director 36,86,918 3.20
Tanvir Shariar Ghani Director 23,04,324 2.00
Md. Azizur Rahman Independent Director - -
Nazmul Anwar Independent Director - -
2.B. CEO, CS, CFO, HIAC:
Sabekun Nahar Company Secretary - -
Md. Sohel Morol Chief Financial Officer
Sanjoy Kumar Das Head of Internal Audit - -
3. Executive (Top 5 persons other
CEO/CS/CFO/HIAC)
Arun Kakadia Sr. Vice President - -
Kutub Uddin AVP (Production) - -
Mir Md. Harun-or-Rashid AVP (Marketing) - -
Shourav May Ghosh Sr. Manager (Admin) - -
4. Shareholding 10% or more - -
Active Fine Chemicals Limited Sponsor 1,38,37,465 12.01
ANNUAL REPORT
2019-2020
20 AFC Agro Biotech Limited
 Annexure-III
Brief resume of the Directors who seek appointment / re- appointment
in the ensuing Annual General Meeting (AGM)

Dr. Md. Azizur Rahman, Independent Director

Dr. Md. Azizur Rahman was born in a respected Muslim family at Comilla in September, 1955. He
has completed Graduation and Masters from the University of Chittagong with distinction. At the
very beginning of his carrier, he joined the department of Political Science in the University of
Chittagong in 1980. Later in the year 1983, he joined in the Civil Service in BCS (Administration)
cadre as an officer of 82 regular batch. He has done his PhD on Environment, particularly “The
Dynamics of Resettlement Program of Major Projects: Jamuna Bridge- A Case Study”
In Civil Service, he worked as magistrate, UNO, ADC, DC, Chairman (Bangladesh Rashom
Board), Chairman (Bangladesh Trade and Tariff Commission), Director General (Department of
Youth Development), Managing Director (Bangladesh Hi-tech Park Authority) etc. in field
administration. In policy he worked as Senior Assistant Secretary, Deputy Secretary, Joint Secre-
tary and Additional Secretary in different ministries. He participated in several training courses
both home and abroad. He participated and leads the Government delegation in different seminar,
symposium, workshop and negotiations on behalf of the country in National and International area.
He regularly participated in various training courses as a resource person conduct by BPATC, BCS
(Administration) Academy, Planning Academy, different NGO’s on governance, socio-economic
and contemporary issues of national, regional and international importance. He regularly
participates in different contemporary issues in various electronics and print medias. He retired
from the government service as Secretary to the government. He has visited USA, UK, South
Korea, Canada, China, Japan, Switzerland, Italy, Turkey, Malaysia, Thailand, Singapore, Hong
Kong, Pakistan, India, Nepal, Ghana, Indonesia, UAE and many other countries of the world. In
personal life he is married and proud father of two children.
ABM Ghulam Mostafa, Chairman
Mr. ABM Ghulam Mostafa is an ex-minister and ex-member of parliament of Government of
Bangladesh. He was the chairman of parliamentary standing committee. He joined the former Civil
Service of Pakistan in 1956. He was the member–secretary of the first Pay Commission in 1972 and
was secretaries in various ministries and represented Bangladesh Government at numerous
international Organizations and Conferences like – WHO, ITU, GATT, ITO etc. and became a
Minister in 1988 and held the portfolios of Energy and Natural Resources and Flood Control and
Water Resource ministry.
Mr. Tanvir Shahriar Ghani, Director
Tanvir Shahriar Ghani is a highly accomplished investment banker. He has been working in
investment banking sector from many years. He served as an investment banker at Goldman Sachs,
USA. He served as Head of Asian Hedge fund & Private Equity Capital Market Group. He
graduated from Colombia University USA. He worked as a speech writer of Kofi Anan (the then
General Secretary of UN).

AFC Agro Biotech Limited 21 ANNUAL REPORT

2019-2020
 Annexure-IV
Certificate on compliance with the condition of Corporate Governance Guide lines

ANNUAL REPORT
2019-2020
22 AFC Agro Biotech Limited
 Annexure-V
Status of Compliance
Status of Compliance with the conditions imposed by the Commission`s Notification No.
BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018, issued under section 2CC of the
Securities and Exchange Ordinance, 1969:
Compliance Status
(Put √ in the
Condition Remarks
Title appropriate column)
No. (if any)
Complied Non-
complied
1 Board of Directors
1.1 Size of the Board of Directors
The total number of the board members of the company shall
√
not be less than 5 (five) and more than 20 (twenty)
1.2 Independent Directors
At least on fifth (1/5) of the total number of directors in the
1.2(a) √
company's board shall be independent directors.
For the purpose of this clause 'independent director' means a
1.2 (b)
director-
Who either does not hold any share in the company or holds
1.2 (b) (i) less than one percent (1%) shares of the total paid-up shares √
of the company;
who is not a sponsor of the company or is not connected with
the company's any sponsor or director or nominated director
or shareholder of the company or any of its associates, sister
concerns, subsidiaries and parents or holding entities who
1.2 (b)(ii) √
holds one percent (1%) or more shares of the total paid-up
shares of the company on the basis of family relationship and
his or her family members shall not hold above mentioned
shares in the company;
who has not been an executive of the company in
1.2 (b)(iii) √
immediately preceding 2 (two) financial years;
who does not have any other relationship, whether pecuniary
1.2 (b) (iv) or otherwise, with the company or its subsidiary or √
associated companies;
who is not a member or TREC (Trading Right Entitlement
1.2 (b)(v) √
Certificate) holder, director or officer of any stock exchange;
who is not a shareholder, director excepting independent
1.2 (b)(vi) director or officer of any member or TREC holder of stock √
exchange or an intermediary of the capital market;
who is not a partner or an executive or was not a partner or
an executive during the preceding 3 (three) years of the
concerned company’s statutory audit firm or audit firm
1.2 (b)(vii) √
engaged in internal audit services or audit firm conducting
special audit or professional certifying compliance of this
Code;
who is not independent director in more than 5 (five) listed
1.2 (b)(viii) √
companies;
who has not been convicted by a court of competent
jurisdiction as a defaulter in payment of any loan or any
1.2 (b)(ix) √
advance to a bank or a Non-Bank Financial Institution
(NBFI);
who has not been convicted for a criminal offence involving
1.2 (b)(x) √
moral turpitude;

AFC Agro Biotech Limited 23 ANNUAL REPORT

2019-2020
 one
Independent
Director has
Independent director shall be appointed by the Board of been appointed
1.2 (c) Directors and approved by the shareholders in the Annual √ on 09/09/2020
General Meeting (AGM); and will be
place before
shareholders in
this AGM
The post of independent director cannot remain vacant for
1.2 (d) √
more than 90 (ninety) days;
The tenure of office of an independent director shall be for a
1.2 (e) period of 3 (three) years, which may be extended for 1 (one) √
term only;
1.3 Qualification of Independent Director(ID)
Independent Director shall be a knowledgeable individual
with integrity who is able to ensure compliance with
1.3 (a) √
financial laws, regulatory requirements and corporate laws
and can make meaningful contribution to business;
1.3 (b) Independent Director shall have following qualifications
Business leader who is or was a promoter or director of an
unlisted company having minimum paid up capital of Tk.
1.3 (b)(i) 100.00 million or any listed company or a member of any √
national or international chamber of commerce or business
association; or
Corporate leader who is or was a top level executive not -
lower than Chief Executive Officer or Managing Director or
Deputy Managing Director or Chief Financial Officer or
Head of Finance or Accounts or Company Secretary or Head
1.3(b)(ii)
of Internal Audit and Compliance or Head of Legal Service
or a candidate with equivalent position of an unlisted
company having minimum paid up capital of Tk. 100.00
million or of a listed company;
Former official of government or statutory or autonomous or
regulatory body in the position not below 5th Grade of the
√
1.3(b)(iii) national pay scale, who has at least educational background
of bachelor degree in economics or commerce or business or
law;
University Teacher who has educational background in -
1.3 (b)(iv)
Economics or Commerce or Business Studies or Law;
Professional who is or was an advocate practicing at least in
the High Court Division of Bangladesh Supreme Court or a
Chartered Accountant or Cost and Management Accountant
1.3 (b)(v) or Chartered Financial Analyst or Chartered Certified -
Accountant or Certified Public Accountant or Chartered
Management Accountant or Chartered Secretary or
equivalent qualification;
The independent director shall have at least 10 (ten) years of
1.3 (c) √
experiences in any field.
In special cases the above qualifications may be relaxed No such
1.3 (d)
subject to prior approval of the Commission; issue arose
Duality of Chairperson of the Board of Directors and
1.4
Managing Director or Chief Executive Officer
The positions of the Chairperson of the Board and the
1.4 (a) Managing Director and/ or Chief Executive Officer (CEO) of √
the company shall be filled by different individuals;
The Managing Director (MD) and/ or Chief Executive √
1.4 (b) Officer (CEO) of a listed company shall not hold the same
position in another listed company;
ANNUAL REPORT
2019-2020
24 AFC Agro Biotech Limited
 The Chairperson of the Board shall be elected from among
1.4 (c)
the non-executive directors of the company;
The Board shall clearly define respective roles and
1.4 (d) responsibilities of the chairperson and the Managing Director √
and/ or Chief Executive Officer;
In the absence of the chairperson of the Board, the remaining
members may elect one of themselves from non-executive
No such
1.4 (e) directors as Chairperson for that particular Board’s meeting;
issue arose
the reason of absence of the regular Chairperson shall be
duly recorded in the minutes.
1.5 The Directors’ Report to Shareholders
The Board of the company shall include the following
additional statements or disclosures in the Directors’ Report
prepared under section 184 of the Companies Act, 1994 (Act
No. XVIII of 1994):-
An industry outlook and possible future developments in the
1.5 (i) √
industry;
1.5 (ii) The Segment-wise or product-wise performance; √
Risks and concerns including internal and external risk
1.5 (iii) factors, threat to sustainability and negative impact on √
environment, if any;
A discussion on Cost of Goods sold, Gross Profit Margin and
1.5 (iv) √
Net Profit Margin;
A discussion on continuity of any Extra-Ordinary activities
1.5 (v) √
and their implications (gain or loss);
A detailed discussion on related party transactions along
with a statement showing amount, nature of related party, √
1.5 (vi)
nature of transactions and basis of transactions of all related
party transactions;
A statement of utilization of proceeds raised through public No such
1.5 (vii)
issues, rights issues and/or any other instruments; issue arose
An explanation if the financial results deteriorate after the
No such
1.5 (viii) company goes for Initial Public Offering (IPO), Repeat
issue arose
Public Offering (RPO), Rights Offer, Direct Listing, etc.;
An explanation on any significant variance that occurs
1.5 (ix) between Quarterly Financial performance and Annual √
Financial statements;
A statement of remuneration paid to the directors including
1.5 (x) √
independent directors
The financial statements prepared by the management of the
1.5 (xi) issuer company present fairly its state of affairs, the result of √
its operations, cash flows and changes in equity;
Proper books of account of the issuer company have been
1.5 (xii) √
maintained;
Appropriate accounting policies have been consistently
applied in preparation of the financial statements and that the
1.5 (xiii) √
accounting estimates are based on reasonable and prudent
judgment;
International Accounting Standards (IAS) or International
Financial Reporting Standards (IFRS), as applicable in
1.5 (xiv) Bangladesh, have been followed in preparation of the √
financial statements and any departure there-from has been
adequately disclosed;
The system of internal control is sound in design and has √
1.5 (xv)
been effectively implemented and monitored;

AFC Agro Biotech Limited 25 ANNUAL REPORT

2019-2020
 Minority shareholders have been protected from abusive
actions by, or in the interest of, controlling shareholders √
1.5 (xvi)
acting either directly or indirectly and have effective means
of redress;
There are no significant doubts upon the issuer company's
ability to continue as a going concern. If the issuer company √
1.5 (xvii)
is not considered to be a going concern, the fact along with
reasons thereof should be disclosed;
An explanation that significant deviations from the last
1.5 (xviii) year’s operating results of the issuer company shall be √
highlighted and the reasons thereof shall be explained;
Key operating and financial data of at least preceding 5 (five)
1.5 (xix) √
years shall be summarized;
An explanation on the reasons if the issuer company has not
1.5 (xx) √
declared dividend (cash or stock) for the year;
Board statement to the effect that no bonus share or stock
1.5 (xxi) √
dividend has been or shall be declared as interim dividend;
The total number of Board meetings held during the year and
1.5 (xxii) √
attendance by each director;
A report on the pattern of shareholding disclosing the
1.5 (xxiii) aggregate number of shares (along with name-wise
details where stated below) held by:-
Parent/Subsidiary/Associated Companies and other related
1.5 (xxiii)(a) √
parties (name wise details);
Directors, Chief Executive Officer, Company Secretary,
Chief Financial Officer, Head of Internal Audit and
1.5 (xxiii)(b) √
Compliance and their spouses and minor children (name
wise details);
1.5 (xxiii)(c) Executives; √
Shareholders holding ten percent (10%) or more voting
1.5 (xxiii)(d) √
interest in the company (name wise details);
In case of the appointment/re-appointment of a director the
1.5 (xxiv) company shall disclose the following information to the √
shareholders:
1.5 (xxiv)(a) A brief resume of the director; √

1.5 (xxiv)(b) Nature of his/her expertise in specific functional areas; √

Names of companies in which the person also holds the
1.5 (xxiv)(c) √
directorship and the membership of committees of the board;
A Management’s Discussion and Analysis signed by CEO
or MD presenting detailed analysis of the company’s
1.5 (xxv) position and operations along with a brief discussion of
changes in the financial statements, among others,
focusing on:
Accounting policies and estimation for preparation of
1.5 (xxv)(a) √
financial statements;
Changes in accounting policies and estimation, if any, clearly
describing the effect on financial performance and financial √
1.5 (xxv)(b)
position as well as cash flows in absolute figure for such
changes;
Comparative analysis (including effects of inflation) of
financial performance or results and financial position as √
1.5 (xxv)(c)
well as cash flows for current financial year with
immediate preceding five years explaining reasons thereof;
Compare such financial performance or results and financial
1.5 (xxv)(d) position as well as cash flows with the peer industry √
scenario;
ANNUAL REPORT
2019-2020
26 AFC Agro Biotech Limited
 The financial and economic scenario of the country and the
1.5 (xxv)(e) √
globe;
Risks and concerns issues related to the financial statements,
1.5 (xxv)(f) explaining such risk and concerns mitigation plan of the √
company;
Future plan or projection or forecast for company’s
operation, performance and financial position, with
1.5 (xxv)(g) √
justification thereof, i.e., actual position shall be explained to
the shareholders in the next AGM;
Declaration or certification by the CEO and the CFO to the
1.5 (xxvi) Board as required under condition No. 3(3) shall be √
disclosed as per Annexure-A;
The report as well as certificate regarding compliance of
1.5 (xxvii) conditions of this Code as required under condition No. 9 √
shall be disclosed as per Annexure-B and Annexure-C.
1.6 Meetings of the Board of Directors
The company shall conduct its Board meetings and record
the minutes of the meetings as well as keep required books
and records in line with the provisions of the relevant
Bangladesh Secretarial Standards (BSS) as adopted by the √
Institute of Chartered Secretaries of Bangladesh (ICSB) in so
far as those standards are not inconsistent with any condition
of this code.
Code of Conduct for the Chairperson, other Board
1.7
members and Chief Executive Officer
The Board shall lay down a code of conduct, based on the
recommendation of the Nomination and Remuneration
1.7 (a) Committee (NRC) at condition No. 6, for the Chairperson of √
the Board, other board members and Chief Executive Officer
of the company;
The code of conduct as determined by the NRC shall be
posted on the website of the company including, among
others, prudent conduct and behavior; confidentiality;
1.7 (b) conflict of interest; compliance with laws, rules and √
regulations; prohibition of insider trading; relationship with
environment, employees, customers and suppliers; and
independency.
AFC Agro Biotech Limited has no
Governance of Board of Directors of Subsidiary
2 subsidiary Company
Company
Provisions relating to the composition of the Board of the
2 (a) holding company shall be made applicable to the N/A
composition of the Board of the subsidiary company;
At least 1 (one) independent director on the Board of the
2 (b) holding company shall be a director on the Board of the N/A
subsidiary company;
The minutes of the Board meeting of the subsidiary company
2 (c) shall be placed for review at the following Board meeting of N/A
the holding company;
The minutes of the respective Board meeting of the holding
2 (d) company shall state that they have reviewed the affairs of the N/A
subsidiary company also;
The Audit Committee of the holding company shall also
2 (e) review the financial Statements, in particular the investments N/A
made by the subsidiary company.
Managing Director (MD) or Chief Executive Officer
(CEO), Chief Financial Officer (CFO), Head of Internal
3
Audit and Compliance (HIAC) and Company Secretary
(CS):-

AFC Agro Biotech Limited 27 ANNUAL REPORT

2019-2020
 3.1 Appointment
The Board shall appoint a Managing Director (MD) or Chief
Executive Officer (CEO), a Company Secretary (CS), a
3.1 (a) √
Chief Financial Officer (CFO) and a Head of Internal Audit
and Compliance (HIAC);
The positions of the Managing Director (MD) or Chief
Executive Officer (CEO),Company Secretary (CS), Chief √
3.1 (b)
Financial Officer (CFO) and Head of Internal Audit and
Compliance (HIAC) shall be filled by different individuals;
The MD or CEO, CS, CFO and HIAC of a listed company
3.1 (c) shall not hold any executive position in any other company √
at the same time;
The Board shall clearly define respective roles,
3.1 (d) √
responsibilities and duties of the CFO, the HIAC and the CS;
The MD or CEO, CS, CFO and HIAC shall not be removed
from their position without approval of the Board as well as
3.1 (e) √
immediate dissemination to the Commission and stock
exchange(s).
3.2 Requirement to attend the Board Meetings
The MD or CEO, CS, CFO and HIAC of the companies shall
attend the meetings of the Board provided that the CS, CFO
and /or the HIAC shall not attend such part of a meeting of √
the Board of Directors which involves consideration of an
agenda item relating of their personal matters.
Duties of Managing Director (MD) or Chief Executive
3.3
Officer (CEO) and Chief Financial Officer (CFO)
The MD or CEO and CFO shall certified to the Board that
3.3 (a) they have reviewed financial statements for the year to the √
best of their knowledge and belief;
These statements do not contain any materially untrue
3.3 (a)(i) statement or omit any material fact or contain statements that √
might be misleading;
These statements together present a true and fair view of the
3.3 (a)(ii) company’s affairs and are in compliance with existing √
accounting standards and applicable laws;
The MD or CEO and CFO shall also certified that there are,
to the best of knowledge and belief no transactions entered
√
3.3 (b) into by the company during the year which are fraudulent,
illegal or in violation of the code of conduct for the
company’s Board or its members;
The certification of the MD or CEO and CFO shall be
3.3 (c) √
disclosed in the Annual Report.
4 Board of Directors’ Committee
For ensuring good governance in the company, the Board
shall have at least following subcommittees:
4 (i) Audit Committee; √

4 (ii) Nomination and Remuneration Committee; √

5 Audit Committee
5.1 Responsibility to the Board of Directors
The company shall have an Audit Committee as a sub-
5.1 (a) √
committee of the Board of Directors;
The Audit Committee shall assist the Board in ensuring that
the financial statements reflect true and fair view of the state
5.1 (b) √
of affairs of the company and in ensuring a good monitoring
system within the business;
ANNUAL REPORT
2019-2020
28 AFC Agro Biotech Limited
 The Audit Committee shall be responsible to the Board of
5.1 (c) Directors. The duties of the Audit Committee shall be clearly √
set forth in writing.
5.2 Constitution of the Audit Committee
The Audit Committee shall be composed of at least 3 (three)
5.2 (a) √
members;
The Board shall appoint members of the Audit Committee
who shall be non-executive directors of the company
5.2 (b) √
excepting Chairperson of the Board and shall include at least
1 (one) independent director;
All members of the audit committee should be “financially
literate” and at least 1 (one) member shall have accounting or
5.2 (c) √
related financial management background and 10 (ten) years
of such experience;
When the term of service of the Committee members expires
or there is any circumstance causing any Committee
member to be unable to hold office until expiration of the
term of service, thus making the number of the Committee
There was
members to be lower than the prescribed number of 3 (three)
5.2 (d) no such
persons, the Board shall appoint the new Committee member
case
to fill up the vacancy immediately or not later than 1 (one)
month from the date of vacancy in the Committee to ensure
continuity of the performance of work of the Audit
Committee;
The company secretary shall act as the secretary of the
5.2 (e) √
Committee;
The quorum of the Audit Committee meeting shall not
5.2 (f) √
constitute without at least 1 (one) independent director.
5.3 Chairperson of the Audit Committee
The Board of Directors shall select 1 (one) member of the
5.3 (a) Audit Committee to be Chairperson of the Audit √
Committee, who shall be an independent director;
In the absence of the Chairperson of the Audit Committee,
the remaining members may elect one of themselves as
No such
Chairperson for that particular meeting, in that case there
5.3 (b) incident
shall be no problem of constituting a quorum as required arose
under condition No. 5(4)(b) and the reason of absence of the
regular Chairperson shall be duly recorded in the minutes.
Chairperson of the audit committee shall remain present in
5.3 (c) √
the Annual General Meeting (AGM).
5.4 Meeting of the Audit Committee
The Audit Committee shall conduct at least its four meetings
5.4 (a) √
in a financial year;
The quorum of the meeting of the Audit Committee shall be
constituted in presence of either two members or two third of √
5.4 (b)
the members of the Audit Committee, whichever is higher,
where presence of an independent director is a must.
5.5 Role of Audit Committee shall include the following:
5.5 (a) Oversee the financial reporting process; √
5.5 (b) Monitor choice of accounting policies and principles; √
Monitor Internal Audit and Compliance process to ensure
that it is adequately resourced, including approval of the √
5.5 (c)
Internal Audit and Compliance Plan and review of the
Internal Audit and Compliance Report;
5.5 (d) Oversee hiring and performance of external auditors; √

AFC Agro Biotech Limited 29 ANNUAL REPORT

2019-2020
 Hold meeting with the external or statutory auditors for
5.5 (e) review of the annual financial statements before submission √
to the Board for approval or adoption;
Review along with the management, the annual financial
5.5 (f) √
statements before submission to the board for approval;
Review along with the management, the quarterly and half
5.5 (g) yearly financial statements before submission to the board √
for approval;
5.5 (h) Review the adequacy of internal audit function; √
Review the Management’s Discussion and Analysis before
5.5 (i) √
disclosing in the Annual Report;
Review statement of significant related party transactions
5.5 (j) √
submitted by the management;
Review Management Letters/ Letter of Internal Control
5.5 (k) √
weakness issued by statutory auditors;
Oversee the determination of audit fees based on scope and
magnitude, level of expertise deployed and time required for √
5.5 (l)
effective audit and evaluate the performance of external
auditors;
Oversee whether the proceeds raised through Initial Public
Offering (IPO) or Repeat Public Offering (RPO) or Rights
5.5 (m) Share Offer have been utilized as per the purposes stated in √
relevant offer document or prospectus approved by the
Commission:
5.6 Reporting of the Audit Committee
5.6 (a) Reporting to the Board of Directors
The Audit Committee shall report on its activities to the
5.6 (a)(i) √
Board.
The Audit committee shall immediately report to the Board
5.6 (a)(ii)
on the following findings, if any;
No such
5.6 (a)(ii)(a) Report on conflicts of interests; incident
arose
Suspected or presumed fraud or irregularity or material No such
5.6 (a) (ii)(b) defect identified in the internal audit and compliance process incident
or in the financial statements; arose
No such
Suspected infringement of laws, regulatory compliance
5.6 (a) (ii)(c) incident
including securities related laws, rules and regulations; and arose
No such
Any other matter which the Audit Committee deems
5.6 (a) (ii)(d) incident
necessary shall be disclosed to the Board immediately arose
5.6 (b) Reporting to the Authorities
If the Audit Committee has reported to the Board of
Directors about anything which has material impact on the
financial condition and results of operation and has discussed
with the Board and the management that any rectification is
No such
necessary and if the Audit Committee finds that such
incident
rectification has been unreasonably ignored, the Audit
arose
Committee shall report such finding to the Commission,
upon reporting of such matters to the Board for three times
or completion of a period of 6 (six) months from the date of
first reporting to the Board of Directors, whichever is earlier.
5.7 Reporting to the Shareholders and General Investors
Report on activities carried out by Audit Committee,
including any report made to the Board of Directors under No report was
made under
condition 5(6)(a)(ii) above during the year shall be signed by √ condition no. 5
the Chairman of the Audit Committee and disclosed in the (6) (a)(ii)
annual report of the issuer company.
ANNUAL REPORT
2019-2020
30 AFC Agro Biotech Limited
 6 Nomination and Remuneration Committee (NRC)
6.1 Responsibility to the Board of Directors
The company shall have a Nomination and Remuneration
6.1 (a) √
Committee (NRC) as a subcommittee of the Board;
The NRC shall assist the Board in formulation of the
nomination criteria or policy for determining qualifications,
positive attributes, experiences and independence of √
6.1(b)
directors and top level executive as well as a policy for
formal process of considering remuneration of directors, top
level executive;
The Terms of Reference (ToR) of the NRC shall be clearly
6.1(c) set forth in writing covering the areas stated at the condition √
No. 6(5)(b).
6.2 Constitution of the NRC
The Committee shall comprise of at least three members
6.2 (a) √
including an independent director;
All members of the Committee shall be non-executive
6.2 (b) √
directors;
Members of the Committee shall be nominated and
6.2 (c) √
appointed by the Board;
The Board shall have authority to remove and appoint any
6.2 (d) √
member of the Committee;
In case of death, resignation, disqualification, or removal of
any member of the Committee or in any other cases of No such
6.2 (e) vacancies, the board shall fill the vacancy within 180 (one incident
hundred eighty) days of occurring such vacancy in the arose
Committee;
The Chairperson of the Committee may appoint or co-opt
any external expert and/or member(s) of staff to the
No such
Committee as advisor who shall be non-voting member, if
6.2 (f) incident
the Chairperson feels that advice or suggestion from such
arose
external expert and/or member(s) of staff shall be required or
valuable for the Committee;
The company secretary shall act as the secretary of the √
6.2 (g)
Committee;
The quorum of the NRC meeting shall not constitute without
6.2 (h) √
attendance of at least an independent director;
No member of the NRC shall receive either directly or
indirectly any remuneration for any advisory role or √
6.2 (i)
otherwise, other than Director’s fees or honorarium from the
company;
6.3 Chairperson of the NRC
The Board shall select 1 (one) member of the NRC to be
6.3 (a) Chairperson of the Committee, who shall be an independent √
director;
In the absence of the Chairperson of the NRC, the remaining
No such
members may elect one of themselves as Chairperson for
6.3 (b) incident
that particular meeting, the reason of absence of the regular arose
Chairperson shall be duly recorded in the minutes;
The Chairperson of the NRC shall attend the annual general
6.3 (c) √
meeting (AGM) to answer the queries of the shareholders.
6.4 Meeting of the NRC
The NRC shall conduct at least one meeting in a financial
6.4 (a) √
year;
No
The Chairperson of the NRC may convene any emergency emergency
6.4 (b)
meeting upon request by any member of the NRC; meeting
conveyed

AFC Agro Biotech Limited 31 ANNUAL REPORT

2019-2020
 The quorum of the meeting of the NRC shall be constituted
in presence of either two members or two third of the √
6.4 (c) members of the Committee, whichever is higher, where
presence of an independent director is must as required under
condition No. 6(2)(h);
The proceedings of each meeting of the NRC shall duly be
6.4 (d) recorded in the minutes and such minutes shall be confirmed √
in the next meeting of the NRC.
6.5 Role of the NRC
NRC shall be independent and responsible or accountable to
6.5 (a) √
the Board and to the shareholders;
NRC shall oversee, among others, the following matters and
6.5 (b)
make report with recommendation to the Board:
Formulating the criteria for determining qualifications,
positive attributes and independence of a director and
6.5 (b)(i) recommend a policy to the Board relating to the √
remuneration of the directors, top level executive,
considering the following:
The level and composition of remuneration is reasonable and
6.5 (b)(i)(a) sufficient to attract, retain and motivate suitable directors to √
run the company successfully;
The relationship of remuneration to performance is clear and
6.5 (b)(i)(b) √
meets appropriate performance benchmarks;
Remuneration to directors, top level executive involves a
balance between fixed and incentive pay reflecting short and
6.5 (b)(i)(c) √
long-term performance objectives appropriate to the working
of the company and its goals;
Devising a policy on Board’s diversity taking into
6.5 (b)(ii) consideration age, gender, experience, ethnicity, educational √
background and nationality;
Identifying persons who are qualified to become directors
and who may be appointed in top level executive position in √
6.5 (b)(iii)
accordance with the criteria laid down, and recommend their
appointment and removal to the Board;
Formulating the criteria for evaluation of performance of
6.5 (b)(iv) √
independent directors and the Board;
Identifying the company’s needs for employees at different
6.5 (b)(v) levels and determine their selection, transfer or replacement √
and promotion criteria;
Developing, recommending and reviewing annually the
6.5 (b)(vi) √
company’s human resources and training policies;
The company shall disclose the nomination and
6.5 © remuneration policy and the evaluation criteria and activities √
of NRC during the year at a glance in its annual report
7 External/Statutory Auditors.
The issuer company shall not engage its external or statutory
7.1 auditors to perform the following services of the company,
namely:-
7.1 (i) Appraisal or valuation services or fairness opinions; √
7.1 (ii) Financial information systems design and implementation √
7.1 (iii) Book-keeping or other services related to the accounting √
7.1 (v) Actuarial services; √
7.1 (vi) Internal audit services or special audit services; √
7.1 (vii) any service that the Audit Committee determines; √
Audit or certification services on compliance of corporate
7.1 (viii) governance as required under clause (i) of condition No. 9 √
(1);
ANNUAL REPORT
2019-2020
32 AFC Agro Biotech Limited
7.1 (ix) Any other service that creates conflict of interest; √
No partner or employees of the external audit firms shall
possess any share of the company they audit at least during
7.2 the tenure of their audit assignment of that company; his or √
her family members also shall not hold any shares in the said
company
Representative of external or statutory auditors shall remain
present in the Shareholders’ Meeting (Annual General
7.3 √
Meeting or Extraordinary General Meeting) to answer the
queries of the shareholders.
8 Maintaining a website by the Company
The company shall have an official website linked with the
8.1 √
website of the stock exchange;
The company shall keep the website functional from the date
8.2 √
of listing;
The company shall make available the detailed disclosures
8.3 on its website as required under the listing regulations of the √
concerned stock exchange(s)
9 Reporting and Compliance of Corporate Governance
The company shall obtain a certificate from a practicing
Professional Accountant or Secretary (Chartered Accountant or
Cost and Management Accountant or Chartered Secretary) other
9.1 than its statutory auditors or audit firm on yearly basis regarding √
compliance of conditions of Corporate Governance Code of the
Commission and shall such certificate shall be disclosed in the
Annual Report.
The professional who will provide the certificate on
9.2 compliance of this Corporate Governance Code shall be √
appointed by the shareholders in the annual General meeting
The directors of the company shall state, in accordance with
9.3 the Annexure attached, in the directors' report whether the √
company has complied with these conditions or not.

AFC Agro Biotech Limited 33 ANNUAL REPORT

2019-2020
 Annexure-VI
AUDIT COMMITTEE REPORT
The Board of Directors of AFC Agro Biotech Limited has constituted an Audit Committee according
to the conditions of Bangladesh Securities and Exchange Commission’s (BSEC) guidelines. All
members of the Audit Committee are financially literate and are able to analyze and interpret
financial statements to effectively discharge their duties and responsibilities as members of the Audit
Committee. During this year 5 nos. of meetings were held and all the members were present in all
meetings.

The Audit Committee consists of the following members:

Name of the Directors Position of Audit Meeting Held Attendance
Committee
Md. Azizur Rahman Chairman of Audit 5 5
(Independent Director) Committee (Appointed
on 09/09/2020)
Md. Sohel Chairman of Audit 5 5
(Independent Director) Committee (Retired on
09/09/2020)
S. M. Saifur Rahman Member 5 5
(Director)
Jewel Khan Member 5 5
(Director)
Sabekun Nahar Secretary 5 5
(Company Secretary)

The scope of Audit Committee was defined as under:

a) Review and recommend to the Board to approve the financial statements prepared for statutory
purpose;
b) Report to the Board of Directors on internal audit findings from time to time considering the
significance of the issues;
c) Carry on a supervisory role to safeguard the systems of governance and independence of statutory
auditors; and
d) Review and consider the internal auditor’s report and statutory auditor’s observations on internal
control.
Activities carried out during the year
The Committee reviewed the internal audit reports, quarterly, half yearly, annual financial statements
and the external audit report and recommended to the board for consideration. The Committee did not
find any material deviation, discrepancies or any adverse finding/observation in the areas of
reporting.
Sd/-
Md. Azizur Rahman
Chairman
Audit Committee

ANNUAL REPORT
2019-2020
34 AFC Agro Biotech Limited
 NOMINATION AND REMUNERATION COMMITTEE (NRC)
The Board of Directors of AFC Agro Biotech Limited has constituted a Nomination and
Remuneration Committee according to the conditions of Bangladesh Securities and Exchange
Commission’s (BSEC) guidelines.
The NRC Committee consists of the following members:
Name of the Directors Position of NRC Meeting Held Attendance
Committee
Mr. Nazmul Anwar Chairman of the 1 1
(Independent Director) Committee
Mr. S. M. Saifur Rahman Member 1 1
(Director)
Mr. Jewel Khan Member 1 1
(Director)
Ms. Sabekun Nahar Secretary 1 1
(Company Secretary)
During the year the members of the NRC meet in one meeting.
The scope of NRC was defined as under:
a) NRC shall be independent and responsible or accountable to the Board and to the Shareholders;
b) NRC shall oversee, among others, the following matters and make report with recommendation to
the Board;
i) formulating the criteria for determining qualifications, positive attributes and independence of a
director and recommend a policy to the Board, relating to the remuneration of the directors, top level
executives, considering the following:
a) the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate suitable directors to run the company successfully;
b) the relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
c) remuneration to directors, top level executive involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to working
of the company and its goals;
ii) devising a policy on Board’s diversity taking into consideration age, gender, experience,
ethnicity, educational background and nationality;
iii) Identifying persons who are qualified to become directors and who may be appointed in top
level executive position in accordance with the criteria laid down, and recommend their
appointment and removal to the Board;
iv) formulating the criteria for evaluation of performance of independent directors and the Board;
v) developing, recommending, and reviewing annually the company’s human resources and
ii
training policies;
Activities carried out during the year
The Committee assists the Board in formulation of the nomination criteria or policy for determining
qualifications, positive attributes, experiences and independence of directors and top level executives
as well as a policy for formal process of considering remuneration of directors, top level executives.

Sd/-
Nazmul Anwar
Chairman
Nomination and Remuneration Committee
AFC Agro Biotech Limited 35 ANNUAL REPORT
2019-2020
 Declaration by MD and CFO
24th November, 2020

The Board of Directors

AFC Agro Biotech Limited
House # 87-89, Road # 04, Block –B,
Niketon, Gulshan – 1
Dhaka.
Sub: Declaration on Financial Statements for the year ended on 30th June, 2020.
Dear Sir,
Pursuant to the condition No. 1(5) (xxvi) imposed vide the Commission’s Notification No.
BSEC/CMRRCD/2006- 158/207/Admin/80 dated 3rd June, 2018 under section 2CC of Securities and
Exchange Ordinance, 1969, we do hereby declare that:
1) The Financial Statements of AFC Agro Biotech Limited for the year ended on 30th June,
2020 have been prepared in compliance with International Accounting Standards (IAS) or
International Financial Reporting Standards (IFRS), as applicable in the Bangladesh and any
departure there from has been adequately disclosed;
2) The estimates and judgments related to the financial statements were made on a prudent and
reasonable basis, in order for the financial statements to reveal a true and fair view;
3) The form and substance of transactions and the Company’s state of affairs have been
reasonably and fairly presented in its financial statements;
4) To ensure above, the company has taken proper and adequate care in installing a system of
internal control and maintenance of accounting records;
5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the
established policies and procedures of the company were consistently followed; and
6) The management’s use of the going concern basis of accounting in preparing the financial
statements is appropriate and there exists no material uncertainty related to events or
conditions that may cast significant doubt on the company’s ability to continue as a going
concern.
In this regards, we also certify that:-
i) We have reviewed financial statements for the year ended on 30th June, 2020 and that to
the best of our knowledge and belief:
a) these statements do not contain any materially untrue statement or omit any
material fact or contain statements that might be misleading ;
b) these statements together present a true and fair view of the company’s affairs and
are in compliance with existing accounting standards and applicable laws.
ii) There are, to the best of knowledge and belief, no transactions entered into by the
company during the year which are fraudulent, illegal or violation of the code of conduct
for the company’s Board of Directors or its members.

Md. Afzal Md. Sohel Morol

Managing Director Chief Financial Officer
ANNUAL REPORT
2019-2020
36 AFC Agro Biotech Limited
 Independent Auditors’ Report
To the Shareholders of AFC Agro Biotech Limited

Report on the Audit of the Financial Statements

Qualified Opinion

We have audited the financial statements of AFC Agro Biotech Limited (“the Company"), which comprise the
statement of financial position as at 30 June 2020 and the statement of profit or loss and other comprehensive
income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies.

In our opinion, except for the effects of the matter described in the "Basis for Qualified Opinion" section of our
report, the accompanying financial statements present fairly, in all material respects, the financial position of the
Company as of 30 June 2020, and its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Securities and
Exchange Rules 1987 and other applicable laws and regulations.

Basis for Qualified Opinion

1. Provision for current income tax and deferred tax required as per Para 12 & 15 of IAS 12 has not been made except
for other income, as disclosed in note # 14 & 16, based on gazette No- 26.00.0000.100.42.008.17-54 dated
14-05-2018 by Commerce Ministry under the captioned "National Active Pharmaceutical Ingredients (API) &
Laboratory Reagents Production and Export Policy" regarding tax exemption against which SRO from National
Board of Revenue (NBR) was not obtained. Therefore profit, EPS & related Equity has been overstated to that
extent. No proper disclosure has been made in accordance with Para 46 & Para 81(c) of IAS-12. Further the company
also did not comply with applicable VAT & Tax related provision/section of ITO ordinance 1984 and VAT & SD
Act-2012 including compliance of IAS-12 by virtue of above gazette notification of commerce ministry.

2. According to Para-9 of IAS-36, An Entity shall assess at the end of each reporting period whether there is any
indication that an asset may be impaired. If any such indication exists, the entity shall estimate the recoverable
amount of the asset. But the company did not provide any information regarding the assessment of any indication
of impairment.

3. As per the Section 242 (Utilization of participation fund) of the Bangladesh Labour Act-2006 (Amend-
ment-2013),“Of the total amount deposited/transferred in the participation fund every year, two-thirds shall be
distributed in equal proportion to all beneficiaries in cash and one-third shall be invested in accordance with the
provisions to all beneficiaries”. As per Note# 17.01, of notes to the financial statements that the company has kept
provision for Workers' Profit Participation amounting Tk. 1,829,052 and Tk. 17,018,098 for the year ended on 30
June 2020 and 2019 respectively. But the company has not distributed any amount of WPPF to its beneficiaries
with in the stipulated time period, which is non-compliance with the Section 242 of the Bangladesh Labour
Act- 2006 (as amended up to 2013).

4. As per DCT’s notice order bw_ bs-1239 5195 4387/mv‡K©j-3(†Kv¤úvbxR)/KtAt-1/2019-2020/ dated: 04.03.2020 total tax
liability comes to Tk. 205,497,337. But no provision has been made in the financial statements therefore profit and
EPS has been overstated to that extent.

5. The Company has made significant related party transactions without complying BSEC Notification No.
SEC/CMRRCD/2006-159/Admin/02-10 dated September 10, 2006. & SEC/CMRRCD/2008-183/Admin/03-30
dated June 1, 2009.

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the International Ethics Standards
Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) together with the ethical
requirements that are relevant to our audit of the financial statements in Bangladesh, and we have fulfilled our
other ethical responsibilities in accordance with the IESBA Code and the Institute of Chartered Accountants of
Bangladesh (ICAB) Bye Laws. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our qualified opinion.

AFC Agro Biotech Limited 37 ANNUAL REPORT

2019-2020
Emphasis of Matters :

Without further qualifying our opinion, we draw attention to the following issues:

a) Significant deviation in Earning per Share (EPS):

EPS for the year ended on 30 June 2020 is Tk. 0.32 whereas it was Tk. 2.93 for the same period of the previous year
registering 89.08% decrease in current year as compared to the previous year. This was mainly significant fall in
the business income due to COVID-19 impact on business in last quarter.

b) No expected credit loss has been recognized following IFRS-15.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements for the year ended 30 June 2020. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.

We have fulfilled the responsibilities described in the Auditors' Responsibilities of the audit of the financial state-
ments section of our report, including in relation to these matters. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the risk of material misstatements of the financial
statements. The results of our audit procedures, including the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying financial statements.

Description of key audit matters Our Response to the key audit matters
1. Appropriateness of revenue recognition and disclo- In light of the fact that the high degree of complexity
sure on the impact of the initial application of IFRS 15. and estimates and assumptions give rise to and
increased risk of accounting misstatements, we
Revenue of BDT 553,783,055 has been recognized in assessed the Company's processes and controls for
the statement of profit or loss and other recognizing revenue as part of our audit.
Furthermore, in order to mitigate the inherent risk in
comprehensive income of the company. This this audit area, our audit approach included testing of
material item is subject to considerable inherent risk the controls and substantive audit procedures,
due to the complexity of the system necessary for including:
proper recognition, measurement, and recording • Assessing the environment of the measurement as
considering the application of the new standard on well as other relevant systems supporting the
revenue recognition, International Financial accounting of revenue.
Reporting Standard 15 "Revenue from Contracts with • Assessing controls for systems and procedures
Customers". Therefore, there is a risk of revenue supporting revenue recognition.
being misstated as a result of faulty estimations over • Assessing the invoicing and measurement system
discounts, incentives and rebates. up to entries in the ledger.
• Examining customer invoices and receipts of
There is also a risk that revenue may be overstated payment on a test basis.
due to fraud through manipulation of the invoices, • Testing the revenue charging model against the
discounts, incentives and rebates recognized result- regulatory guidelines on a sample basis.
ing from the pressure local management may feel to Furthermore, we assessed the accounting effects of
achieve performance targets. new business and price models. We assured
ourselves of the appropriateness of the systems,
Processes, and Controls in place and that the
estimates and assumptions made by management
are sufficiently documented and substantiated to
ensure that revenue is properly recognized.
Our audit approach included, among other items.
• Assessing the accounting estimates made of the
different business models of the company.
• Assessing the design of the processes set up to
account for the transaction in accordance with the
new standard.
Please refer to the note #20 to the financial
statements.

ANNUAL REPORT
2019-2020
38 AFC Agro Biotech Limited
2. Impairment of property, Plant and equipment • Reviewed the management's assessment of
impairment taking consideration of the future
Property, plant and equipment (PPE) represent about economic benefits of the assets.
69.23% of total assets of the Company which is thus
a material items to the financial statements, PPE • Reviewed the internal control system implemented
includes plant and machinery being of total PPE by management for safeguarding of those assets.
which are sophisticated in nature and most of them • Tested the operating effectiveness of key controls
are custom made assets. Being different in nature, over assets, including observing the process of
there is a risk whether market value if those assets management's year-end physical count.
could materially fall because of non-marketability
• Tested on sample basis the physical condition of the
and arise risk of impairment. assets whether the assets become idle, obsolesces,
Management’s review regarding determination of damage and there is a plant to discontinue or restructure
impairment involves forecasting and discounting the operation to which the assets belongs.
future cash flows and estimation of recoverable Please refer to note #2 to the financial statements.
amounts which are inherently uncertain. This is one
of the key judgmental areas that our audit has
concentrated on.
3. Accounts Receivable • Tested the operating effectiveness of key controls
over accounts receivable.
Accounts receivable BDT 420,365,641 being about
17.85% of the total assets of the Company is a • Being a part of auditor's responsibility as regarding
material item to the financial statements. external confirmation as per ISA 505, we requested
for external confirmation.
There is a significant risk regarding recoverability of
• Tested on a sample basis the value disclosed
the amounts and misstatement of the items. As such,
according to the reply obtained.
management is required to make judgments in
determining whether accounts receivable are being • Assessed whether appropriate provisions have
appropriately valued and also need to make provision been recognized for aged accounts receivable, if
for aged accounts receivable, if required. required and evaluating management's basis for
determining the recoverability.
Please refer to note #7 to the financial statements.

4. Impact of COVID-19 • Regarding COVID-19 pandemic effect on the operation

of AFC Agro Biotech Ltd., we have compared the
On 11 March 2020, World Health Organization (WHO) previous year Financial Statements figures with the
declared a global pandemic due to corona Virus current year to find out the impact of COVID-19
related respiratory disease commonly called as Pandemic on the Business & Turnover.
COVID-19. It has a big impact on imports, other
• We have talked to company’s official to find out its
procurement, production, export, and other activities
impact on company’s overall operation.
of the Global business. The government of
Bangladesh was declared a general holiday from • We have cheeked companies other related
26.03.2020 to 30.05.2020 and the Company was information.
compelled to reduce their trading at that period. To • The company has given disclosures related to the
contain the spread of this disease, along with many impact of the Covid-19 Pandemic in note no # 37 of
other countries of the world, Government of notes of the financial statements.
Bangladesh has also taken a number of measures
such as declaration of general holiday, enforcement
of lock down, social distancing etc. As a result of
these measures all business and economic activities
are adversely affected which would also impact the
company as well. Although the business operation
and profitability of the company are impacted due to
COVID-19, but as the situation is constantly changing
and there is no certainly at present as to how long the
situation will prevail, the potential impact of
COVID-19 related matters on the company’s
operation and financial results cannot be reasonably
assessed.

AFC Agro Biotech Limited 39 ANNUAL REPORT

2019-2020
Other Information included in the Company's June 30, 2020 Annual Report

Management is responsible for the other information. The other information comprises all of the information in the
Annual Report other than the financial statements and our auditors' report thereon. The Annual Report is expected
to be made available to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements of the Company, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears
to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to the board of directors of the AFC Agro Biotech Ltd.

Other Matter

The financial statements of AFC Agro Biotech Ltd. for the year ended 30 June, 2019 were audited by Shafiq Basak
& Co., Chartered Accountants who expressed a modified opinion on those statements on November 28, 2019.

Responsibilities of Management and Those Charged with Governance for the Financial Statements and Internal
Controls

Management is responsible for the preparation and fair presentation of the financial statements of the Company
in accordance with IFRSs as explained in note # 1, and for such internal control as management determines is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.

In preparing the financial statements of the Company, management is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so. Those charged with governance are responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.

ANNUAL REPORT
2019-2020
40 AFC Agro Biotech Limited
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on Company's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Company to express an opinion on the financial statements. We are responsible for the
direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on other Legal and Regulatory Requirements

In accordance with the Companies Act, 1994, the Securities and Exchange Rules 1987, we also report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit and made due verification thereof;

b) in our opinion, proper books of accounts as required by law have been kept by the Company so far as it
appeared from our examination of those books;

c) the statement of financial position and statement of profit or loss and other comprehensive income together
with the annexed notes dealt with by the report are in agreement with the books of account and returns; and

d) the expenditures incurred were for the purpose of the Company's business for the year;

Faruk Ahmed FCA

Date; Dhaka Khan Wahab Shafique Rahman & Co
November 25, 2020 Chartered Accountants

AFC Agro Biotech Limited 41 ANNUAL REPORT

2019-2020
 AFC AGRO BIOTECH LIMITED
Statement of Financial Position
As at 30 June, 2020

Amount (In Taka)

Particulars Notes
30.06.2020 30.06.2019
ASSETS:
Non-Current Asset: 1,646,616,746 1,600,853,367
Property, Plant & Equipment 2.00 1,630,148,934 1,583,963,304
Biological Assets 3.00 16,467,811 16,890,063

Investment: 11,000,000 11,000,000

Investment In Share 4.00 11,000,000 11,000,000

Current Asset: 696,869,492 715,884,763

Advances, Deposits And Prepayments 5.00 78,565,515 89,183,307
Inventories 6.00 123,123,849 125,327,221
Accounts Receivable 7.00 420,365,641 365,165,829
Short Term Loan To AFC Health Ltd. 8.00 62,767,068 62,767,068
Cash & Cash Equivalents 9.00 12,047,419 73,441,338
TOTAL ASSETS 2,354,486,238 2,327,738,130

SHARE HOLDERS' EQUITY & LIABILITIES:

Shareholders' Equity: 2,056,733,897 2,019,998,179
Share Capital 10.00 1,152,162,000 1,047,420,000
Retained Earnings 11.00 656,801,313 725,029,163
Tax Holiday Reserve 12.00 247,546,877 247,546,877
Unrealized Gain/ (Loss) 13.00 223,707 2,139

Non-Current Liabilities 16,968,035 16,968,035

Deferred Tax Liabilities 14.00 16,968,035 16,968,035

Current Liabilities: 280,784,306 290,771,916

Liabilities For Expense & Services 15.00 21,676,632 25,873,279
Provision For Current Tax 16.00 25,383,976 25,317,087
Other Liabilities 17.00 47,078,648 45,249,596
Short Term Loans 18.00 179,280,039 186,966,943
IPO Share Application Money 19.00 7,365,011 7,365,011
TOTAL SHARE HOLDERS' EQUITY AND LIABILITIES 2,354,486,238 2,327,738,130

Net Assets Value (NAV) Per Share in Taka 27.00 17.85 19.29

The annexed notes form an integral part of these financial statements.

Chairman Managing Director Director Chief Financial Company Secretary

Of�icer
Subject to our separate report of even date

Dated, Dhaka
November 25.2020 Khan Wahab Shafique Rahman & Co
Chartered Accountants

ANNUAL REPORT
2019-2020
42 AFC Agro Biotech Limited
 AFC AGRO BIOTECH LIMITED
Statement of Profit or Loss & Other Comprehensive Income
For the year ended 30th June, 2020

Amount (In Taka)

Particulars Notes July19- Jun20 July18- Jun19
12 Months 12 Months
Net Turnover 20.00 553,783,055 1,091,567,738
Cost Of Goods Sold 21.00 (419,972,147) (664,065,863)
Gross Profit 133,810,908 427,501,875

Operating Expenses: (74,661,973) (80,502,196)

Administrative Expenses 22.00 (65,924,486) (65,849,602)
Selling & Distribution Expenses 23.00 (8,737,487) (14,652,594)
Profit From Operation 59,148,936 346,999,679
Finance Cost 24.00 (21,006,403) (18,865,398)
Other Income 25.00 267,558 29,245,780
Profit Before WPPF 38,410,091 357,380,061
Provision for WPPF 17.00 (1,829,052) (17,018,098)
Profit Before Tax 36,581,039 340,361,963

Imcome Tax Expenses:

Provision for Diferred Tax 14.00 - -
Provision for Current Tax 16.00 (66,890) (2,963,916)
Net Profir After Tax 36,514,149 337,398,047

Other Comprehensive Income:

Unrealized Foreign Exchange Gain/ (Loss) 13.00 223,707 2,139
Total Comprehensive Income 36,737,856 337,400,186

Restated
Earning Per Share (EPS) in Taka 26.00 0.32 2.93
(Previous year's EPS has been restated based on 115,216,200 shares)

The annexed notes form an integral part of these financial statements.

Chairman Managing Director Director Chief Financial Company Secretary

Of�icer
Subject to our separate report of even date

Dated, Dhaka
November 25.2020 Khan Wahab Shafique Rahman & Co
Chartered Accountants

AFC Agro Biotech Limited 43 ANNUAL REPORT

2019-2020
 AFC AGRO BIOTECH LIMITED
Statement of Changes In Equity
For the year ended 30th June, 2020

Share Retained Tax Holiday Unrealised

PARTICULARS Total
Capital Earnings Reserve Gain/(Loss)
Balance as at 1st July, 2019 1,047,420,000 725,029,163 247,546,877 2,139 2,019,998,179
Stock Dividend Issued (2018-2019) 104,742,000 (104,742,000) - - -
Net Profit for the year - 36,514,149 - - 36,514,149
Other Comprehensive Income/(Loss) - - - 221,568 221,568
Balance as at 30 June, 2020 1,152,162,000 656,801,313 247,546,877 223,707 2,056,733,897

AFC AGRO BIOTECH LIMITED

Statement of Changes In Equity
For the year ended 30th June, 2019

Share Retained Tax Holiday Unrealised

PARTICULARS Total
Capital Earnings Reserve Gain/(Loss)
Balance as at 1st July, 2018 910,800,000 524,251,116 247,546,877 - 1,682,597,993
Stock Dividend Issued (2017-2018) 136,620,000 (136,620,000) - - -
Net Profit for the year - 337,398,047 - - 337,398,047
Other Comprehensive Income - - - 2,139 2,139
Balance as at 30 June, 2019 1,047,420,000 725,029,163 247,546,877 2,139 2,019,998,179

Chairman Managing Director Director Chief Financial Company Secretary

Of�icer
Subject to our separate report of even date

Dated, Dhaka
November 25.2020 Khan Wahab Shafique Rahman & Co
Chartered Accountants

ANNUAL REPORT
2019-2020
44 AFC Agro Biotech Limited
 AFC AGRO BIOTECH LIMITED
Statements of Cash Flows
For the year ended 30th June, 2020

Amount (In Taka)

Particulars Notes July19- Jun20 July18- Jun19
12 Months 12 Months

I. Cash Flows from Operating Activities: 263,017,242 429,861,389

Collection from Sales 498,583,243 1,021,267,927
Payment to Suppliers (190,664,410) (426,555,665)
Payment for Expenses (55,786,940) (114,931,517)
Received from Other Income 267,558 262,252
Payment for WPPF - (4,450,000)
Advance Payment 10,617,792 (45,731,608)

II. Cash Flows from Investing Activities: (316,945,826) (485,429,466)

Acquisition of Fixed Assets (316,945,826) (513,245,926)
Capital Gain in sale of Share - 28,983,528
Sale of Share - 11,600,000
Repayment/(Received) of Loan By AFC Health Ltd. - (12,767,068)

III. Cash Flow from Financing Activities: (7,686,904) 44,275,649

Short term Loan Received /(Repaid) (7,686,904) 44,275,649
IPO Application Money - -

IV. Net Cash Inflow/(Outflow) for the year (I+II+III) (61,615,488) (11,292,428)

V. Effects of Unrealised foreign Exchange Gain/(Loss) 221,568 2,139

VI. Opening Cash & Cash Equivalents 73,441,338 84,731,627

VII. Closing Cash & Cash Equivalents (IV+V+VI) 12,047,419 73,441,338

Net Operating Cash Flow Per Share (NOCFPS) in Taka 28.00 2.28 4.10
The annexed notes form an integral part of these financial statements.

Chairman Managing Director Director Chief Financial Company Secretary

Of�icer
Subject to our separate report of even date

Dated, Dhaka
November 25.2020 Khan Wahab Shafique Rahman & Co
Chartered Accountants

AFC Agro Biotech Limited 45 ANNUAL REPORT

2019-2020
 AFC AGRO BIOTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
1.00 SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION:

1.01 Legal form of the Enterprise:

The AFC Agro Biotech Limited (AFCABL) was incorporated in Bangladesh on 31st August, 2010 as a Public Limited
Company under the Companies Act, 1994.
1.02 Registered Office and Factory:
The Company’s registered office is situated at Navana Osman @ Link,214/D,Tejgaon-Gulshan Link Road, Tejgaon,
Dhaka –1208, Bangladesh and its factory is located at Uttar Shoilmary, Koiya Bazar, Batiaghata, Khulna.
1.03 Nature of Business Operation:
AFCABL has been established with the target to manufacture antibiotics, proteins, vaccines, enzymes etc. from
agricultural ingredients like, molasses, glucose, potato starch, and other nutrients and to sell those products to local
markets. Raw materials are procured mostly from local market.

SL. No. Name of the products

i. Macrolide Protein
ii. Acetic Acid
iii. L-Lysine
iv. Mono Sodium Glutamate
v. Calcium Hydrogen Orthophosphate
vi. Magnesium Carbonate
vii. Sodium Carbonate
viii. Industrial Enzyme

1.04 Commercial Production:

The company started its commercial production from 7th October, 2012.
1.05 Components of Financial Statements:
1. Statement of Financial Position as at 30th June, 2020.
2. Statement of Profit or Loss and Other Comprehensive Income for the year ended 30th June, 2020.
3. Statement of Changes in Equity For the year ended 30th June, 2020.
4. Statement of Cash Flows for the year ended 30th June, 2020.
5. Accounting policies and explanatory notes to the Financial Statements for the year then ended.
1.06 Application of International Accounting Standards (IAS’s):
Following IAS’s are applicable for the preparation and presentation of financial statements for the period under report.
IAS – 1 Presentation of Financial Statements
IAS – 2 Inventories
IAS – 7 Statements of Cash Flows
IAS – 12 Income Taxes
IAS – 16 Property, Plant and Equipment
IAS – 19 Employee Benefits
IAS – 24 Related Party Disclosures
IAS – 33 Earning Per Share
IAS – 37 Provisions, Contingent Liabilities and Contingent Assets
IAS – 38 Intangible Assets
IAS – 41 Agriculture
IFRS-07 Financial Instruments: Disclosure
IFRS-09 Financial Instruments
IFRS- 15 Revenue Recognition from contract with customer

ANNUAL REPORT
2019-2020
46 AFC Agro Biotech Limited
1.07 Basis of preparation and presentation of Financial Statements:
i) Statement of compliance:
The financial statements have been prepared on going concern basis under the “Historical Cost” convention in accordance
with International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) and the Companies
Act 1994, Securities & Exchange Rules 1987, Listing Regulations of Dhaka Stock Exchange (DSE) and Chittagong
Stock Exchange (CSE) and other applicable laws and regulations.

ii) Basis of measurement:

The financial statements have been prepared on accrual basis of accounting.

iii) Functional and presentational currency and level of precision:

These financial statements are prepared in Bangladeshi Taka (Taka/Tk.), which is the company’s functional currency. All
financial information is presented in Taka currency and has been rounded off to the nearest taka except where indicated
otherwise.

iv) Use of estimates and judgments:

The preparation of financial statements requires management to make judgment, estimates and assumptions that affect the
applicable accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ
from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revision of accounting estimates are recognized
in the period in which the estimates are revised and in any future periods affected.

In particular, the key areas of estimation, uncertainty and critical judgments in applying accounting policies that have the
most significant effect on the amounts recognized in the financial statements include depreciation, accrued expenses and
other payables.

v) Reporting Period:

The period of financial statements of the company cover 12th months from 1st July 2019 to 30th June, 2020 and is
followed consistently.

vi) Presentation of Financial Statements:

The presentation of this financial statement is done in accordance with the guidelines provided by IAS 1: Presentation of
Financial Statements.

vii) Comparative Figure:

Comparative figures have been taken from last year accounts.

viii) Regulatory Compliances:

As required, AFC Agro Biotech Limited complied with following major legal provision in addition to the Companies Act,
1994 and other applicable laws and regulations:

The Income Tax Ordinance, 1984.

The Income Tax Rules, 1984.
The Value Added Tax & Suppelementary Duty Act, 2012.
The Value Added Tax & Suppelementary Duty Rules, 2016.
Securities & Exchange Rules 1987.

AFC Agro Biotech Limited 47 ANNUAL REPORT

2019-2020
1.08 Significant Accounting Policies:
The accounting policies set out below has been applied in presenting these financial statements.

i) Inventories:
Inventories are valued at the lower of cost or net realizable value as prescribed by IAS 2: Inventories. The cost is assigned
following weighted average cost formula and includes expenditure incurred for acquiring the inventories, production or
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion
of sales and selling expenses.

Inventories are consisting as follows:

a) Raw Materials.
b) Work-in Process.
c) Finished Goods.
d) Packing Materials.

ii. Property, Plant & Equipment:

The cost of assets comprises its purchase price and any directly attributable costs in bringing the assets to its working
condition for its intended use as per International Accounting Standard (IAS) - 16 “Property, Plant & Equipments”.

Fixed Assets are stated at cost less accumulated depreciation. Depreciation is charged on the cost of fixed assets in order
to write off such amounts over the estimated useful lives, using the straight-line method in accordance with IAS - 16.
Depreciation is charged on additions made during the year from the date in which those assets are available for use
according to IAS 16 Para 55.
No depreciation is charged on land and land development. The rates of depreciation used to write off the amount of
assets are as follows:

Particulars Rate
Building 3%
Plant & Machinery 10%
Furniture & Fixture 10%
Office Equipment 20%
Lab Equipment 20%
Motor Vehicle 20%
Interior Decoration 20%

iii. Impairment of Assets:

Financial Asset:
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired.
A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative
effect on these assets. However, no such conditions that might be suggestive of a heightened risk of impairment of assets
existed at the reporting date.
Non-financial Assets:
The carrying amounts of the entity’s non financial assets are reviewed at each reporting date to determine whether there is
any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. However, no such
conditions that might be suggestive of a heightened risk of impairment of assets existed at the reporting date.

ANNUAL REPORT
2019-2020
48 AFC Agro Biotech Limited
iv. Biological Assets:
The company has measured “Biological Assets” in its Statement of Financial Position initially at cost in accordance with
paragraph 30 of IAS-41. The details of Biological Assets and its type & products are disclosed as under:
Name of the
Biological Assets Agriculture Products from the Bacteria’s Related Reference
(Scientific Name)
Saccharopolyspora
Bacteria Erythromycin A text book of Biotechnology (by R.C Dubey)
erythraea
Acetobacter aceti for
Bacteria Acetic acid A text book of Biotechnology (by R.C Dubey
Acetic acid
Corynebacterium
glutamicum for
Bacteria Monosodium Glutamate A text book of Biotechnology (by R.C Dubey
Monosodium
glutamate
Gordonia
rubrepertincta for l- Bacteria l-lysine A text book of Biotechnology (by R.C Dubey
lysine

These Biological Assets and products from Bacteria have also been certified by Professor Dr. Abdul Khair, Dean,
Faculty of Biological Science, Jahangirnagar University, Savar, Dhaka.
The management has been amortizing the Biological Assets @ 2.5% in each year on the current strain stocks, from the
date of commencement of commercial production.

v. Financial Instruments:
Financial Assets:
Financial assets of the company include cash and cash equivalents, investments in share, accounts receivables and other
receivables. The company initially recognizes receivable on the date they are originated. All other financial assets are
recognized initially in the date at which the company becomes a party to the contractual provisions of the transaction. The
company derecognizes a financial asset when, and only when the contractual rights or probabilities of receiving the cash
flows from the asset expire or it transfer the rights to receive the contractual cash flows on the financial asset in a
transaction in which substantially all the risk and reward of ownership of the financial assets are transferred.
Financial Liabilities:

Financial liabilities are recognized initially on the transaction date at which the Company becomes a party to the
contractual provisions of the liability. The company derecognizes a financial liability when its contractual obligation is
discharged or cancelled or expire.
Financial liabilities include payable for expenses, liabilities for capital expenditure, bank loans and other current liabilities.

vi. Financial risk management:

AFC Agro biotech Ltd’s activities expose it to a variety of financial risk and those activities involve the analysis,
evaluation, acceptance and management of some degree of risk or combination of risk. Taking risk is core to the financial
business, and operational risks are an inevitable consequence of being in business. AFC Agro biotech Ltd’s aim is
therefore to achieve an appropriate balance between risk and return and minimize potential adverse effects on AFC Agro
biotech Ltd’s financial performance.
AFC Agro biotech Ltd’s risk management policies are designed to identify and analyze these risks, to set appropriate risk
limits and controls, and to monitor the risk and adherence to limits by means of reliable and up- to- date information
systems. AFC Agro biotech Ltd regularly reviews its risk management policies and systems to reflect changes in markets,
products and emerging best practices.

AFC Agro Biotech Limited 49 ANNUAL REPORT

2019-2020
vii. Advances, Deposits and Prepayments:
Advances are initially measured at cost. After initial recognition advances are carried at cost less deductions, adjustments
or charges to other related account heads such as property, plant and machinery or expenses. Deposits are measured at
payment value.
Prepayments are initially measured at cost. After initial recognition, prepayments are carried at cost less charges to the
statement of profit or loss and other comprehensive income.
viii. Cash and Cash Equivalents:
Cash and Cash equivalents include cash in hand, cash at banks which are held and available for use by the company
without any restriction. There is insignificant risk of change in value of the same. The bank balances have been duly
reconciled with respective bank statements.
ix) Statement of Cash Flows:
Statement of Cash flows has been prepared in accordance with IAS-7: Statement of Cash Flows. Cash generated from
operating activities has been reported using the Direct Method as prescribed by the Securities and Exchange Rule, 1987
and as the benchmark treatment of IAS 7, whereby major classes of gross cash receipt and gross cash payments from
operating activates are disclosed.
x. Income Tax:
AFC Agro Biotech Limited has been enjoying tax holiday from its commercial operation start 7th October 2012
moreover as per Government gazette no- 26.00.0000.100.42.008.17-54 dated 14-05-2018 no provision is required for
income tax on this company’s profit as the company has received exemption from all such taxes which was effective from
financial year 2016-2017.

Xi. Related Party Disclosures:

As per Para 17 of IAS-24 Related Party Disclosure the company shall disclose key management personnel compensation
1).
in total and for each of the following categories:
a). Short-term employee benefits:
AFC Agro biotech Ltd. Provide Short term employee benefits such as wages, salaries and bonuses.
b). Post-employment benefits:
AFC Agro biotech Ltd. has no post–employment benefit such as pensions, other retirement benefit, post–employment life
insurance and post-employment medical care.

c). Other long-term benefits:

AFC Agro Biotech Ltd. has no Other long-term benefits such as long-service leave or sabbatical leave, jubilee or other
long-service benefits.
d). Termination benefits:
AFC Agro Biotech Ltd. has no termination benefits.
e). Share-based payments:
AFC Agro Biotech Ltd. has no share–based payment.
2). As per para 18 of IAS-24 Related Party Disclosure are as follows:
(a) Related party transaction took place for investment in shares this year by AFC Agro Biotech Limited with AFC Health
Ltd. Related party details are as follows:
Number of Face Value
Name of the Company Total Taka Date
Shares per Share
AFC Health Ltd. (Investment) 11,00,000 10 11,000,000
30.06.2020
AFC Health Ltd. (Short Term Loan) - - 62,767,068
Total 73,767,068
(b) Further Active Fine Chemicals Limited is one of the customers of AFC Agro Biotech Limited. The party details are as
follows
Opening Sales during Received/
Name of the Company Closing Balance
Balance the year Adjustment
Active Fine Chemicals Limited 3,941,111 23,993,430 23,639,385 4,295,156
Total 4,295,156
(c) Related party transaction took place during normal course of business with Active Fine Chemicals Limited.

ANNUAL REPORT
2019-2020
50 AFC Agro Biotech Limited
xiii. Contingencies:
Contingencies arising from claims, litigation, assessment, fines, penalties etc. are recorded when it is probable that a
liability has been incurred and the amount can be reasonably estimated.

xiv. Segment Reporting:

As there is a single business and geographic segment within which the company operates, as such, no segment reporting is
felt necessary.

xv. Revenue Recognition:

An entity shall account for a contract with a customer that is within the scope of IFRS-15 only when all of the folllowing
criteria are met:
i) Indentify the contract (s) with a customer.
ii) Identify the performance obligations in the contract.
iii) Determine the transaction price.
iv) Allocate the transaction price of the performance obligations in the contracts.
v) Recognise revenue when (or as) the entity satisfies a performance obligation.

xvi. Workers’ Profit Participation Fund:

This represents 5% of net profit before tax after charging the contribution as per provision of the Bangladesh Labor
(amendment) Act 2013 and is payable to workers as defined in said Law. The company regularly distributes 2/3 of 80%
of WPPF to its employees except this year and rest amount of utilization as per provision of law is under process.

xvii. Foreign Currency Transactions:

Foreign Currencies are transacted into taka (if any) at the exchange rates ruling on the date of transactions in accordance
with IAS-21 “The effects of changes in foreign exchange rates”.

xviii. Borrowing Cost/Finance Cost:

Finance cost comprises interest expenses on bank loan, delay interest charge and others. All finance expenses are
recognized in the Statement of profit or loss and other comprehensive Income.
xix. Earnings Per Share (EPS):
Earnings Per Share (EPS) are calculated in accordance with the Bangladesh Accounting Standard IAS-33 “Earning Per
Share”.

Basic earnings per share:

“Earnings per Share (EPS)” has been calculated by dividing the earning attributable to ordinary shareholders of the
company by the weighted average number of ordinary shares outstanding during the year.
xx. Provisions:
Provisions are made considering risk and uncertainties at best estimate of the probable expenditure that would require
meeting the current obligation on the Balance Sheet date.

xxi. Accounts Receivables:

Accounts receivables are initially recognized at cost which is the fair value of the consideration given for them. After initial
recognition these are carried at cost, impairment losses due to uncollectible of any amount so recognized is written off,
firstly against any provision available and then to the Statement of profit or loss and other comprehensive Income.
Subsequent recoveries of amounts previously provided for credited to the Statement of profit or loss and other
Comprehensive Income.

AFC Agro Biotech Limited 51 ANNUAL REPORT

2019-2020
 AMOUNT (IN TAKA)
30.06.2020 30.06.2019
2.00 PROPERTY, PLANT & EQUIPMENT: TK.1,630,148,934
The above amount is made up as follows:
At Cost:
Opening Balance 2,313,273,396 1,800,027,470
Add: Addition during the year 316,945,826 513,245,926
Less: Adjustment during the year - -
Closing Balance 2,630,219,222 2,313,273,396
Depreciation:
Opening Balance 729,310,092 505,603,033
Add: Depreciation charged during the year 270,760,195 223,707,059
Less: Adjustment during the year - -
Closing Balance 1,000,070,288 729,310,092
Written Down Value as at 30.06.2020 1,630,148,934 1,583,963,304
Details have been shown in Annexure-A

The company has got corporate tax holiday for the periods from 2016-17 to 2031-32 vide gazette no. 26.00.0000.100.42.008.17-
54 dated 14.05.2018 circulated by Commerce Ministry under the captioned “National Active Pharmaceutical Ingredients (API)
& Laboratory Reagents Production and Export Policy” regarding corporate tax holiday against which SRO from National
Board of Revenue (NBR) is yet to be obtained. Without considering of above gazette DCT has been frozen company's bank
account in several times of this financial year.On the other hand banking hour was limited in the period of loackdown for
COVID-19. For the above reason, The company was bound for cash transaction in some case and was unable to fully comply
of Notification no.BSEC/CMRRCD/2003-109/182/Admin/65 under Annexure-G point (k) and Income Tax
Ordinance-1984 Section-30(m) & 19 (32).

3.00 BIOLOGICAL ASSETS: TK.16,467,811

The above amount is made up as follows:
Opening Balance 16,890,063 17,323,142
Add: Addition during the year - -
16,890,063 17,323,142
Less: Amortization During the year 422,252 433,079
Closing Balance 16,467,811 16,890,063
The management has decided to amortize the biological assets @2.5% in each year on the current strain stocks , since the date
of commencement of commercial production.

4.00 INVESTMENT: TK.11,000,000

The above amount is made up as follows:
AFC Health Limited (11,00,000 Shares @ Tk. 10 each) 11,000,000 11,000,000
Total 11,000,000 11,000,000
Details have been shown in Annexure-B

5.00 ADVANCES, DEPOSITS AND PREPAYMENTS: TK.78,565,515

The above amount is made up as follows:
Advances Note:-5.01 47,550,348 54,434,542
Security Money 1,930,160 1,930,160
Prepayments to parties 29,085,007 32,818,605
Total 78,565,515 89,183,307
a) This is considered good.
b) No amount was due from the Managing Director, Managing Agent, Directors, Managers and Officers of the company and
any of them severally with any other person except as stated in the Note:-5.01 below.
c) No amount was due by the related party.

ANNUAL REPORT
2019-2020
52 AFC Agro Biotech Limited
 AMOUNT (IN TAKA)
30.06.2020 30.06.2019
5.01 Advances: Tk.47,550,348
The above amount is made up as follows:
Advance Salary 1,114,658 1,239,981
Advance Rent 411,000 956,000
Advance VAT Note:-5.01.01 125,435 125,435
Advance Income Tax Note:-5.01.02 5,245,085 4,950,015
Others Advance 40,654,170 47,163,111
Total 47,550,348 54,434,542
5.01.01 Advance VAT: Tk.125,435
The above amount is made up as follows:
Opening Balance 125,435 463,948
Add: Paid during the year - 1,413,112
125,435 1,877,060
Less: Adjustment during the year - 1,751,625
Closing Balance 125,435 125,435
5.01.02 Advance Income Tax: Tk.5,245,085
The above amount is made up as follows:
Opening Balance 4,950,015 3,041,751
Add: Deducted during the year 295,070 1,908,264
5,245,085 4,950,015
Less: Adjusted during the year - -
Closing Balance 5,245,085 4,950,015
5.02 Disclosure as per Schedule -XI, Part-I, para-6 of the Companies Act, 1994
Particulars 30.06.2020 30.06.2019
I. Advances, deposits & prepayments considered goods and in respect of which the
78,565,515 89,183,307
company is fully secured.
II. Advances, deposits & prepayments considered goods for which the company
holds no security other than the debtor's personal security.is fully secured. - -

III. Advances, deposits & prepayments considered doubtful or bad. - -

III. Advances, deposits & prepayments due by directors or other officers of the
company or any of the either severally or jointly with any other person or Advance,
- -
deposits & prepayment due due by firms or private companies respectively in which
any director is a partner or director or a member.
IV. Advances, deposits & prepayments due by companies under the same
- -
management
V. The maximum amount due by directors or the other officers of the company at
- -
any time during the year.
6.00 INVENTORIES: TK.123,123,849
The above amount is made up as follows:
Raw Materials 70,060,322 63,421,182
Packing Materials 2,236,315 1,797,530
Work in Process 18,970,780 17,099,097
Finished Goods 31,856,432 43,009,412
Total 123,123,849 125,327,221
In view of innumerable items of inventory and diversified quantities, it is not practical to disclose quantities against each item of
inventory.

AFC Agro Biotech Limited 53 ANNUAL REPORT

2019-2020
 AMOUNT (IN TAKA)
30.06.2020 30.06.2019
7.00 ACCOUNTS RECEIVABLE: TK.420,365,641
The above amount is made up as follows:
Opening Balance 365,165,829 294,866,018
Add: Addition during the year 553,783,055 1,091,567,738
918,948,884 1,386,433,756
Less: Received during the year 498,583,243 1,021,267,927
Closing Balance 420,365,641 365,165,829

Aging of accounts receivables:

More than six months 12,610,969 10,871,791
Less than six months 407,754,672 354,294,038
Total 420,365,641 365,165,829

The amount of accounts receivable has been increased in the year in comparision of previous year. Because of Covid-19
pandemic, business of most of our clients has been temporarily stopped during lockdown period and thus they could not pay in
time. But we are very hopeful that we would be able to collect the receiable as early as business environment becomes normal.

Classaification schedule as required by part-1, schedule-XI, section-185 of Companies Act-1994 are as follows:
I. Accounts Reveivable considered good in respect of which the company is fully
- -
seceured.
II. Accounts Reveivable considered good in respect of which the company holds no
420,365,641 365,165,829
security other ,than the debtor personal security.
III. Accounts Reveivable considered doubtfull or bad. - -
IV. Accounts Reveivable due by any director or other officer of the company. - -
V. Accounts Reveivable due by Common Management. - -
VI. The maximum amount of receivable due by any director or other officer of the
- -
company.

8.00 SHORT TERM LOAN TO AFC HEALTH LTD.: TK.62,767,068

The above amount is made up as follows:
Short term loan to AFC Health Ltd. 62,767,068 62,767,068
Total 62,767,068 62,767,068

This short term loan represents the company's temporary investment with AFC Health Ltd. carrying interest 15% applicable
after 2 years from the date of disbursment and this investment is returnable as when required by the company.

9.00 CASH & CASH EQUIVALENTS: TK.12,047,419

The above amount is made up as follows:
Cash in Hand 211,512 619,837
Cash at Bank: 11,835,907 72,821,501
Current Accounts 1,138,582 62,596,890
SND Accounts 1,971,979 1,720,630
IPO Related Accounts 8,725,346 8,503,981
Total 12,047,419 73,441,338

ANNUAL REPORT
2019-2020
54 AFC Agro Biotech Limited
 AMOUNT (IN TAKA)
30.06.2020 30.06.2019
10.00 SHARE CAPITAL : TK.1,152,162,000
The above amount is made up as follows:
Authorized Capital :
30,00,00,000 Ordinary Shares of Tk. 10 each 3,000,000,000 3,000,000,000
Issued Subscribed and Paid-up Capital:
34,000,000 Shares of Tk.10 each fully called and paid up in cash 340,000,000 340,000,000
4,000,000 shares of Tk. 10 each paid up otherwise than in cash (i.e. in consideration
40,000,000 40,000,000
of land)
1,20,00,000 shares of Tk. 10 each paid up in IPO 120,000,000 120,000,000
50,00,000 shares of Tk. 10 each (Bonus 10% 2013) 50,000,000 50,000,000
82,50,000 shares of Tk. 10 each (Bonus 15% 2014) 82,500,000 82,500,000
1,26,50,000 shares of Tk.10 each (Bonus 20% 2015-16) 126,500,000 126,500,000
1,51,80,000 shares of Tk.10 each (Bonus 20% 2016-17) 151,800,000 151,800,000
136,620,000 shares of Tk.10 each (Bonus 20% 2017-18) 136,620,000 136,620,000
10,474,200 shares of Tk.10 each (Bonus 10% 2018-19) 104,742,000 -
1,152,162,000 1,047,420,000
c) Issued and paid up capital of the entity is 910,800,000 no. of shares of Tk.10 each as follows:
No. of Shares % of Shares No. of Shares
Directors/Sponsors 34,896,098 30.29% 31,723,729
Institutions 40,936,316 35.53% 12,579,514
General Shareholders 39,383,786 34.18% 60,438,757
Balance as on 30th June, 2020 115,216,200 100% 104,742,000
A Distribution schedule of the above shares are given below as required by the Listing Rules:
No. of Number % of total
Shareholdings
Shareholders of Shares Shareholding
Less than 500 shares 1,252 209,331 0.18%
501 to 5000 shares 2,094 3,856,143 3.35%
5,001 to 10,000 shares 419 3,006,453 2.61%
10,001 to 20,000 shares 256 3,587,582 3.11%
20,001 to 30,000 shares 110 2,710,347 2.35%
30,001 to 40,000 shares 53 1,852,571 1.61%
40,001 to 50,000 shares 26 1,170,815 1.02%
50,001 to 1,00,000 shares 66 4,577,581 3.97%
1,00,001 to 10,00,000 shares 86 23,591,679 20.48%
Over 10,00,000 shares 22 70,653,698 61.32%
Total 4,384 115,216,200 100%
11.00 RETAINED EARNINGS: TK.656,801,313
The above amount is made up as follows:
Opening Balance 725,029,163 524,251,116
Add: Net Profit during the year 36,514,149 337,398,047
Less: previous year Tax Holiday Reserve adjustment - -
Less: Stock Dividend Issued during the year 104,742,000 136,620,000
Closing Balance 656,801,313 725,029,163
12.00 TAX HOLIDAY RESERVE: TK.247,546,877
The above amount is made up as follows:
Opening Balance 247,546,877 247,546,877
Add: Provision during the year - -
247,546,877 247,546,877
Less. Adjustment during the year - -
Closing Balance 247,546,877 247,546,877
Provision for tax holiday reserve has not been made based on gazette No- 26.00.0000.100.42. 008.17-54 dated 14-05-2018 by
Commerce Ministry under the caption “National Active Pharmaceutical Ingredients (API) & Laboratory Reagents Production
and Export Policy” regarding tax exemption to be effected from financial year 2016-17 to 2031-32 and the meeting munite in
Ministry of Commerce no: 26.00.0000.10042.008.17-177.

AFC Agro Biotech Limited 55 ANNUAL REPORT

2019-2020
 AMOUNT (IN TAKA)
30.06.2020 30.06.2019
13.00 UNREALIZED GAIN/ (LOSS): TK.223,707
The above amount is made up as follows:
Unrealized Foreign Exchange Gain/ (Loss) Note :-13.01 1,977 2,139
Unrealized Gain/ (Loss)from other IPO Accounts Note :-13.02 221,730
Total 223,707 2,139
13.01 Unre alize d Fore ign Exchange Gain/ (Loss): Tk.1,977
The above amount is made up as follows:
Opening Balance 2,139 -
Add: Provision during the year (162) 2,139
1,977 2,139
Less: Adjustment during the year - -
Closing Balance 1,977 2,139
13.02 Unre alize d Gain/ (Loss)from othe r IPO Accounts: Tk.221,730
The above amount is made up as follows:
Opening Balance - -
Add: Provision during the year 221,730
221,730 -
Less: Adjustment during the year - -
Closing Balance 221,730 -
14.00 DEFERRED TAX LIABILITIES: TK.16,968,035
The above amount is made up as follows:
Opening Balance 16,968,035 16,968,035
Add: Provision during the year - -
16,968,035 16,968,035
Less: Adjustment during the year - -
Closing Balance 16,968,035 16,968,035
Provision for deferred tax has not been made based on gazette No- 26.00.0000.100.42. 008.17-54 dated 14-05-2018 by
Commerce Ministry under the caption “National Active Pharmaceutical Ingredients (API) & Laboratory Reagents Production
and Export Policy” regarding tax exemption to be effected from financial year 2016-17 to 2031-32 and the meeting munite in
Ministry of Commerce no: 26.00.0000.10042.008.17-177.
15.00 LIABILITIES FOR EXPENSE & SERVICES: TK.21,676,632
The above amount is made up as follows:
Wages, Salaries & Allowance Expenses 1,475,289 2,113,577
Utility Bill 110,102 229,408
AGM Expenses 450,000 475,000
Audit Fee 750,000 700,000
Total Othe r Liability for Expe nse s 2,785,391 3,517,985
Accounts Payable & Other Payable 18,891,241 22,355,294
Total 21,676,632 25,873,279
Accounts payable represents to regular suppliers of raw materials, packing materials, etc. All suppliers were paid on a regular basis.
16.00 PROVISION FOR CURRENT TAX: TK.25,383,976
The above amount is made up as follows:
Provision for Curre nt Tax:
Opening Balance 25,317,087 22,353,171
Add: Provision during the year 66,890 2,963,916
Less: Adjustment during the year - -
Closing Balance 25,383,976 25,317,087
Provision for tax has not been made except for other income based on gazette No- 26.00.0000.100.42. 008.17-54 dated 14-05-
2018 by Commerce Ministry under the caption “National Active Pharmaceutical Ingredients (API) & Laboratory Reagents
Production and Export Policy” regarding tax exemption to be effected from financial year 2016-17 to 2031-32 and the meeting
munite in Ministry of Commerce no: 26.00.0000.10042.008.17-177.
Provision made during the ye ar:
Othe r Income :
Capital Gain from share sale - 28,983,528
Bank Interest 267,558 262,252
Total 267,558 29,245,780
Income Tax:
a) Capital Gain @ 10% - 2,898,353
b) Bank Interest @ 25% 66,890 65,563
Total 66,890 2,963,916

ANNUAL REPORT
2019-2020
56 AFC Agro Biotech Limited
 AMOUNT (IN TAKA)
30.06.2020 30.06.2019
17.00 OTHER LIABILITIES: TK.47,078,648
The above amount is made up as follows:
Workers Profit Participation Fund Note :-17.01 47,078,648 45,249,596
47,078,648 45,249,596
17.01 Worke rs Profit Participation Fund: Tk.47,078,648
The above amount is made up as follows:
Opening Balance 45,249,596 32,681,498
Add: Provision during the year 1,829,052 17,018,098
47,078,648 49,699,596
Less: Paid during the year - 4,450,000
Closing Balance 47,078,648 45,249,596
This represents 5% of net profit before tax after charging the contribution as per provisions of the Companies Profit (Workers'
Participation) Act, 1968 and is payable to workers as defined in the said Act. The company has separate Trustee for WPPF.
During the year AFCABL has been transferred fund to separate WPPF Bank Accounts partially and remaining balance keep
as liability as on 30th June 2020 which will be transfer earlier.
18.00 SHORT TERM LOANS: TK.179,280,039
The above amount is made up as follows:
i) Loan from bank (CC Hypo):
Janata Bank Ltd. (A/c No.# 45004887) Note :-18.01 101,205,410 98,229,299
ii) Loan from Bank (Time Loan):
Mutual Trust bankLtd. (A/c No.# 178000087) Note :-18.02 52,745,993 52,635,144
iii) Loan From Non-Banking Financial Institution (NBFI):
Uttara Finance and Investment Ltd. Note :-18.03 25,328,636 36,102,500
Total 179,280,039 186,966,943

18.01 Janata Bank Ltd. (A/c No.# 45004887)

The details of above bank accounts are appended below:
Nature : CC (HYPO)
Sanction Limit : Tk. 9.00 Crore
Expiry date : -
Interst Rate : -
Renewal Status : -
Security : 150 Decimal land at Uttar Sholmari, Khulna.
18.02 Mutual Trust bankLtd. (A/c No.# 178000087)
The details of above bank accounts are appended below:
Nature : Time Loan
Sanction Limit : Tk. 5.00 Crore
Expiry date : -
Interst Rate : -
Renewal Status : N/A
Security : N/A
18.03 Uttara Finance and Inve stme nt Ltd.
The details of above bank accounts are appended below:
Nature : Short Term Loan
Sanction Limit : Tk. 3.50 Crore
Expiry date : -
Interst Rate : -
Renewal Status : N/A
Security : N/A
19.00 IPO SHARE APPLICATION MONEY: TK.7,365,011
The above amount is made up as follows:
Opening Balance 7,365,011 7,365,011
Less: Adjustment/ Paid during the year - -
Closing Balance 7,365,011 7,365,011

AFC Agro Biotech Limited 57 ANNUAL REPORT

2019-2020
 AMOUNT (IN TAKA)
30 June, 2020 30 June, 2019
20.00 NET TURNOVER: TK.553,783,055
The above amount is made up as follows:
Sales VAT able Items - 13,429,126
Less: VAT 15% - 1,751,625
Net Revenue - 11,677,501
Non VAT able Items 553,783,055 1,079,890,237
Local Sales 553,783,055 1,091,567,738
Due to COVID-19 pandamic AFCABL was unable to fully run its factory from March 2020, we have failed to collect
order, purchases raw materials, technical employee's attendance etc during the lock down period. As a result our sales
fall down as compared to last year.
21.00 COST OF GOODS SOLD: TK.419,972,147

The above amount is made up as follows:

Opening W I P 17,099,097 16,867,345
Raw Material consumed Note:-21.01 150,339,727 418,117,229
Packing Material consumed Note:-21.02 3,978,878 8,876,965
Less: Closing W I P 18,970,780 17,099,097
Total Consumed 152,446,922 426,762,442
Add: Factory Overhead Note:-21.03 256,482,245 239,780,591
Cost of Production 408,929,167 666,543,033
Add: Opening Finished Goods 43,009,412 40,775,642
Finished Goods Available 451,938,579 707,318,675
Less: Closing Finished Goods 31,856,432 43,009,412
Less: Cost of Sample 110,000 243,400
Cost of Goods Sold 419,972,147 664,065,863

21.01 Raw Material consumed: Tk.150,339,727

The above amount is made up as follows:
Opening Raw Materials 63,421,182 59,924,567
Add: Purchase Raw Materials 156,978,867 421,613,844
220,400,049 481,538,411
Less: Closing Raw Materials 70,060,322 63,421,182
Raw Material consumed 150,339,727 418,117,229
21.02 Packing Material consumed: Tk.3,978,878

The above amount is made up as follows:

Opening Packing Materials 1,797,530 1,814,259
Add: Purchase Packing Materials 4,417,663 8,860,236
6,215,193 10,674,495
Less: Closing Packing Materials 2,236,315 1,797,530
Packing Material consumed 3,978,878 8,876,965

ANNUAL REPORT
2019-2020
58 AFC Agro Biotech Limited
 AMOUNT (IN TAKA)
30 June, 2020 30 June, 2019
21.03 Factory Overhead: Tk.256,482,245
The above amount is made up as follows:
Wages & Salary 20,344,701 33,779,641
Fuel, Patrol & Lubricant 989,065 5,555,959
Car Maintance Exp. 400,392 1,028,556
Depreciation 230,146,166 190,151,001
Biological Assets (Written off) 422,252 433,079
Entertainment Expenses 527,101 1,166,862
Lab Materials 262,996 572,385
Medical Expense 2,645 4,568
News Paper Bill 2,034 472
Printing & Stationery Expenses 162,661 282,674
Rent 727,900 1,009,200
Repair & Maintenance Expenses 309,146 1,156,027
Telephone & Postage Expenses 166,600 315,338
Conveyance Expenses 669,599 1,925,793
Utility Bill 1,185,861 2,100,372
Other Exp. 163,126 298,665
Total 256,482,245 239,780,591
22.00 ADMINISTRATIVE EXPENSES: TK.65,924,486
The above amount is made up as follows:
Salary & Allowance 7,683,932 7,698,452
Audit Fees 750,000 700,000
AGM Expenses 450,000 475,000
Bank Charge 109,249 150,711
Car Maintance Exp. 278,279 464,314
Depreciation 40,614,029 33,556,059
Director Remuneration & Fee 2,400,000 2,530,000
Entertainment Expenses 213,729 492,244
Printing & Stationery Expenses 197,380 1,016,650
Registration & Renewal Fees 4,363,106 306,593
Repair & Maintenance 358,918 543,028
Rent 1,309,638 2,232,130
Research & Development Exp. 5,539,713 11,441,468
Regulatory Fee 270,000 2,209,755
Telephone & Postage Expenses 79,400 426,150
Traveling & Conveyance Expenses 751,840 1,124,570
Other Expenses 318,986 192,337
Utility Bill 236,286 290,141
Total 65,924,486 65,849,602
23.00 SELLING & DISTRIBUTION EXPENSES: TK.8,737,487
The above amount is made up as follows:
Salary & Allowance 1,714,884 3,518,663
Advertisement Exp. 365,700 461,275
Carrying Exp. 1,777,965 3,610,458
Director Remuneration & Fee 2,400,000 2,530,000
Entertainment Expenses 148,911 273,314
Marketing Promotional Expenses 148,780 213,080
Printing & Stationery Expenses 288,538 737,075
Rent 1,334,638 2,163,158
Sample Expenses 110,000 243,400
Telephone & Postage Expenses 18,000 44,600
Traveling & Conveyance Expenses 250,160 628,794
Utility Bill 179,911 228,777
Total 8,737,487 14,652,594

AFC Agro Biotech Limited 59 ANNUAL REPORT

2019-2020
 AMOUNT (IN TAKA)
30 June, 2020 30 June, 2019
24.00 FINANCE COST: TK.21,006,403
The above amount is made up as follows:
Bank Interest on JBL CC Loan 8,451,111 10,649,116
Bank Interest on MTBL Loan 7,044,056 7,086,559
Uttara Finance and Investment Ltd STL 5,511,236 1,129,723
Total 21,006,403 18,865,398
25.00 OTHER INCOME: TK.267,558
The above amount is made up as follows:
Bank Interest received 267,558 262,252
Gain/(Loss) on Investment in Marketable Securities - 28,983,528
Total 267,558 29,245,780

26.00 BASIC EARNING PER SHARE (RESTATED): TK.0.32

The above amount is made up as follows:
Net Profit After Tax 36,514,149 337,398,047
Less/Add : Tax Reversal Impact - -
Net Profit Before Tax Impact 36,514,149 337,398,047
Number of share outstanding during the year Note:-26.01 115,216,200 115,216,200
Earning Per Share from Normal Operation 0.32 2.93

26.01 Number of share outstanding during the year: 115,216,200

The above amount is made up as follows:

Opening balance of outstanding number of shares 104,742,000
Add: Bonus shares issued for the year 2018-2019 10,474,200
Total 115,216,200

No diluted EPS was required to be calculated for the year since there was no scope for dilution.

27.00 NET ASSETS VALUE PER SHARE: TK.17.85

The above amount is made up as follows:
Net Assets Note:-27.01 2,056,733,897 2,019,998,179
Number of share outstanding during the year Note:-26.01 115,216,200 104,742,000
NAVPS 17.85 19.29

27.01 Net Assets : Tk.2,056,733,897

The above amount is made up as follows:
Total Assets 2,354,486,238 2,327,738,130
Total Liabilities 297,752,341 307,739,951
Net Assets 2,056,733,897 2,019,998,179

28.00 NET OPERATING CASH FLOW PER SHARE: TK.2.28

The above amount is made up as follows:

Net cash generated from operating activities Note:-29.00 263,017,242 429,861,389
Number of share outstanding during the year Note:-26.01 115,216,200 104,742,000
Net Operating Cash Flows Per Share (NOCFPS) 2.28 4.10

ANNUAL REPORT
2019-2020
60 AFC Agro Biotech Limited
 AMOUNT (IN TAKA)
30 June, 2020 30 June, 2019
29.00 RECONCILIATION OF NET PROFIT WITH CASH FLOW FROM OPERATING ACTIVITIES: TK.284,023,645
The above amount is made up as follows:
Profit/(Loss) before tax 36,581,039 340,361,963

Adjustment for Non-Operating Items: 21,006,403 (10,118,130)

Finance Cost 21,006,403 18,865,398
Other Income: Capital gain on Sale of Share - (28,983,528)

Adjustment for Non-Cash Items: 271,182,447 224,140,138

Depreciation 270,760,195 223,707,059
Amortization Charge for the product Development Cost 422,252 433,079

Reconciliation of other items : (44,746,243) (103,748,920)

Increase / Decrease in Inventories 2,203,372 (5,945,408)
Increase / Decrease Advances, Deposits and Prepayments 10,617,792 (43,823,344)
Increase / Decrease Accounts Receivable (55,199,812) (70,299,811)
Increase / Decrease Liabilities for Expense & Services (4,196,647) 3,751,545
Increase / Decrease Liabilities for Other Finance 1,829,052 12,568,098
Cash Generated from Operations 284,023,645 450,635,051
Less: Tax Paid - (1,908,264)
Less: Interest Paid (21,006,403) (18,865,398)
Net Cash from/ used in operating activities 263,017,242 429,861,389

30.00 Capital Expenditure Commitment :

There was no material capital expenditure authorized by the Board and not contracted for at 30th June 2020.

31.00 Claim not acknowledged as Debt :

There was no claim or acknowledged against the company as debt as on 30th June 2020.

32.00 Un-availed credit Facilities :

There was no credit facility available to the company under any contract, other than trade credit available in the
ordinary course of business and not availed of as on 30th June 2020.

33.00 Number of Employees :

The number of employees engaged for the whole year who received a total remuneration of Tk.3,000/- and above per
month was 171 for the whole year.

34.00 Contingent Liability :

There has been no contingent liabilities to the company except some negligible letter of credits in the ordinary course of
business.

AFC Agro Biotech Limited 61 ANNUAL REPORT

2019-2020
 AMOUNT (IN TAKA)
30 June, 2020 30 June, 2019

35.00 Related party Transaction: Tk.73,767,068

(a) Related party transaction took place for investment in shares and short term loan this year by AFC Agro Biotech
Limited with AFC Health Ltd. The name of the related parties transaction have been set out in accordance with the
provision of IAS - 24: Related party details are as follows:
Name of the Company Total Tk. Date
AFC Health Ltd. (Investment) 11,000,000
AFC Health Ltd. (Short term loan) 62,767,068 30.06.2020
Total 73,767,068
(b)Further Active Fine Chemicals Limited is one of the customers of AFC Agro Biotech Limited. The party details are
as follows
Opening Sales during the Received/
Name of the Company Closing Balance
Balance year Adjustment
Active Fine Chemicals Limited 3,941,111 23,993,430 23,639,385 4,295,156
Total 4,295,156

(c) Related party transaction took place during normal course of business with Active Fine Chemicals Limited.

36.00 Events after the balance sheet date :

Date of Authorization:
(a) The Board of Directors of AFC Agro Biotech Limited authorized these Financial Statements for the year ended 30
June, 2020 in its 116th Board Meeting held on 24.11.2020.

(b) No dividend was declared by the Board of Directors at the 116th Board Meeting of the company held on
24.11.2020. This will be considered for approval by the shareholders at the 10th Annual General Meeting (AGM).

37.00 On 11 March 2020, World Health Organization (WHO) declared a global pandemic due to Corona Virus related
respiratory disease commonly called as COVID-19. To contain the spread of this disease, along with many other
countries of the world, Government of Bangladesh has also taken a number of measures such as declaration of general
holiday, enforcement of lock down, Social distancing etc. The turnover & profit of the company significantly affected
due to to COVID-19 impact.
Although the business operation and profitability of the company are impacted due to COVID-19, but as the situation is
constantly changing and there is no certainly at present as to how long the situation will prevail, the potential impact of
COVID-19 related matters on the company’s operation and financial results cannot be reasonably assessed.

Chairman Managing Director Director

Chief Financial Of�icer Company Secretary

ANNUAL REPORT
2019-2020
62 AFC Agro Biotech Limited
 AFC AGRO BIOTECH LIMITED
SCHEDULE OF FIXED ASSETS
As at 30 June, 2020

COST DEPRECIATION Written

SL Balance As on Adjustment Balance As on Down Value
Name of Assets Balance as at Addition during Adjustment Rate Balance as at Charged during
No. during the
01.07.2019 the year during the year 30.06.2020 01.07.2019 the year 30.06.2020 30.06.2020
year
01 Land & Land Development 109,418,978 534,228 - 109,953,206 - - - - - 109,953,206
02 Building 198,425,083 32,145,034 - 230,570,117 3% 29,329,826 6,434,928 - 35,764,754 194,805,363
03 Plant & Machinery 1,524,182,436 233,539,943 - 1,757,722,379 10% 400,157,099 164,095,241 - 564,252,339 1,193,470,040
04 Furniture & Fixture 10,698,752 442,800 - 11,141,552 10% 4,609,364 1,092,015 - 5,701,379 5,440,173
05 Office Equipment 9,368,849 862,335 - 10,231,184 20% 6,703,795 1,960,003 - 8,663,799 1,567,385
06 Lab Equipment 452,552,168 46,989,806 - 499,541,974 20% 280,226,983 95,209,414 - 375,436,397 124,105,577

AFC Agro Biotech Limited

07 Motor Vehicle 5,769,430 1,855,350 - 7,624,780 20% 5,516,965 1,339,421 - 6,856,386 768,394
08 Interior Decoration 2,857,700 576,330 - 3,434,030 20% 2,766,060 629,173 - 3,395,233 38,797
Total 2,313,273,396 316,945,826 - 2,630,219,222 729,310,092 270,760,195 - 1,000,070,288 1,630,148,934

Allocation of depriciation charged during the year:

Head of Accounts Proportion Amount
Manufacturing Expenses 85% 230,146,166
Admistrative Expenses 15% 40,614,029
Total charged This year 100% 270,760,195

63
AFC AGRO BIOTECH LIMITED
SCHEDULE OF FIXED ASSETS
As At 30 June, 2019
COST DEPRECIATION Written
SL Balance As on Adjustment Balance As on Down Value
Name of Assets Balance as at Addition during Adjustment Rate Balance as at Charged during
No. during the
01.07.2018 the year during the year 30.06.2019 01.07.2018 the year 30.06.2019 30.06.2019
year
01 Land & Land Development 108,645,214 773,764 - 109,418,978 - - - - - 109,418,978
02 Building 189,116,388 9,308,695 - 198,425,083 3% 23,516,704 5,813,122 - 29,329,826 169,095,257
03 Plant & Machinery 1,112,482,318 411,700,118 - 1,524,182,436 10% 268,323,861 131,833,238 - 400,157,099 1,124,025,337
04 Furniture & Fixture 10,148,152 550,600 - 10,698,752 10% 3,567,019 1,042,345 - 4,609,364 6,089,388
05 Office Equipment 6,889,174 2,479,675 - 9,368,849 20% 5,077,993 1,625,802 - 6,703,795 2,665,054
06 Lab Equipment 365,130,074 87,422,094 - 452,552,168 20% 198,458,759 81,768,224 - 280,226,983 172,325,185
07 Motor Vehicle 5,244,430 525,000 - 5,769,430 20% 4,415,579 1,101,386 - 5,516,965 252,465
08 Interior Decoration 2,371,720 485,980 - 2,857,700 20% 2,243,118 522,942 - 2,766,060 91,640
Total 1,800,027,470 513,245,926 - 2,313,273,396 505,603,033 223,707,059 - 729,310,092 1,583,963,304
Allocation of depriciation charged during the year:
Head of Accounts Proportion Amount
Manufacturing Expenses 85% 190,151,001
Admistrative Expenses 15% 33,556,059

2019-2020
Total charged This year 100% 223,707,059

ANNUAL REPORT
 AFC AGRO BIOTECH LIMITED
DETAILS OF MAKETABLE SECURITIES
As At 30 June, 2020

2019-2020
Annexure-B

ANNUAL REPORT
I. Details of Listed Marketable Securities are given below:
30.06.2020 % of 30.06.2019
No. of
Name of Company Market Umrealized Share Market Umrealized
Shares Cost Value Cost Value
Value gain/ loss Holding Value gain/ loss
Listed Co:
- - - - - - -

Total - - - - - - -

Gain/(Loss) on Marketable Securities (Un-realized):

Unrealized Gain/(Loss) Position (Closing) -
Unrealized Gain/(Loss) Position (Opening) -
Transfer to Retained Earnings on Realisation -

64
Gain/(Loss) on Marketable securities During the year -
Gain/(Loss) on Marketable securities has been disclosed as per IAS-39 -
-

II. Details of Un-Listed Securities are given below:

30.06.2020 % of 30.06.2019
No. of
Name of Company Market Umrealized Share Market Umrealized
Shares Cost Value Cost Value
Value gain/ loss Holding Value gain/ loss
Un-Listed Co:
AFC Health Ltd. 1,100,000 11,000,000 - - 11,000,000 - -

Total 1,100,000 11,000,000 - - 11,000,000 - -

AFC Agro Biotech Limited

 AFC AGRO BIOTECH LIMITED
Proxy Form
Revenue
Stamp

I/We …………………………………………………………………………………………………………………………………………………….........................................................
of …………………………………………………………………………………………………………………………………….......................................................................................
being a Member of AFC Agro Biotech Limited, hereby appoint
Mr./Mrs.………………………………………………………………………………….................…………………………………………………………………...
Of ………………………………………………………………………………………………….…………………………………………………………………...........
as my proxy in my/our absence to attend and vote for me/us and on my/our behalf at the 10th Annual
General Meeting of the Company to be held on Thursday, 31st- December, 2020 and at any adjournment
thereof.

As witness my hand this ……………………………………………………………………………………………………… Day of December 2020

Signature of Proxy……………………………………………………………………………………………………………………………………..........................................
Signature of Member …………………………………………………………………………………………………………………………………….................................

Register Folio of Member

Note: The proxy form duly completed must be deposited at the Company’s Share Of�ice, Tanaka Tower
(2nd Floor), 42/1/Gha, Segun Bagicha, Dhaka-1000, not later than 48 hours before the time �ixed for
the meeting.

Attendance Slip

Name of Member / Proxy ……………………………………………………………………………………………………………………............................................

Register Folio No./BO ID of Member

I/We here by record my/our presence at the 10th Annual General Meeting of AFC Agro Biotech Limited on
Thursday, 31st December, 2020 at 10.00 A.M. through Digital Platform Link: http://afcagro2020.
digitalagmbd.net.

Signature of Proxy…………………………………………………………………

Signature of Member ……………………………………………………………

Note: Shareholders attending the meeting in person or by proxy are requested to deposit the
attendance slip duly �illed in at the entrance of the meeting hall. Seats in the auditorium are reserved
only for the shareholders/proxies.

AFC Agro Biotech Limited 65 ANNUAL REPORT

2019-2020